Common use of Remedies Upon an Event of Default Clause in Contracts

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retention.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (ia) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have has occurred and be is continuing, Collateral Agent also Secured Party may exercise all rights of a secured party under the UCC (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all whether or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition not in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described effect in the preceding clause (iiijurisdiction where such rights are exercised) and collecting and, in addition, Secured Party may, without being required to give any Secured Obligationnotice, and (v) without notice except as specified belowherein provided or as may be required by mandatory provisions of law, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices as Secured Party may deem satisfactory. Secured Party may be the purchaser of any or all of the Collateral so sold at any public sale or private sale. Debtor will execute and upon deliver such documents and take such other terms action as Secured Party deems necessary or advisable so that any such sale may be made in compliance with law. Upon any such sale Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral Agent may deem commercially reasonableso sold. Each Grantor agrees thatpurchaser at any such sale shall hold the Collateral so sold to it absolutely and free from any claim or right of Debtor of whatsoever kind, including any equity or right of redemption of Debtor. Debtor, to the extent notice permitted by law, hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. Secured Party, instead of exercising the power of sale shall be required herein conferred upon it, may proceed by a suit or suits at lawlaw or in equity to foreclose the Security Interests and sell the Collateral, at least 10 days' notice or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. Provided that if the default has been remedied before the Secured Party has taken any action with respect to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforCollateral, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its all rights under any such agreement and consents this Agreement will be restored to each such retentionthe Debtor.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, Agreement and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retention.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusivecollateral). If In addition, upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent also may (i) require each Grantor to, is hereby authorized and each Grantor hereby agrees that it will, at empowered to transfer and register in its expense and upon request name or in the name of Collateral Agent forthwith, assemble all its nominee the whole or any part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent sales after five (5) days’ notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.

Remedies Upon an Event of Default. If any On and after the occurrence and continuance of an Event of Default shall have occurred and be continuingDefault, the Collateral Agent may exercise may, in respect of the Collateralits discretion, (i) assert all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code applies to the affected Collateral)in effect in any applicable jurisdiction) and all other applicable law. The proceeds of any collection, (ii) all of the rights and remedies provided for in this Agreementliquidation, the Secured Agreement, and any or other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part disposition of the Collateral as directed shall be applied by the Collateral Agent first to the payment of all expenses (including, without limitation, all fees, taxes, attorneys’ fees and make it available to legal expenses) incurred by the Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both partiesin connection with retaking, (ii) enter onto the property where any Collateral is located and take possession thereof with holding, collecting, or without judicial process, (iii) prior to the disposition of liquidating the Collateral. The balance of such proceeds, storeif any, processshall, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriatepermitted by law, (iv) take possession be applied to the payment of the Obligations in the order of application set forth in Section 27 of this Agreement. In case of any Grantor's premises deficiency, Debtor shall, whether or place custodians in exclusive control thereofnot then due, remain on such premises and use the same and any liable therefor. If notice prior to disposition of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Collateral or any part portion thereof is necessary under applicable law, written notice mailed to Debtor at its notice address specified on the signature page hereof fourteen (14) business days prior to the date of such disposition shall constitute commercially reasonable notice. Without precluding any other methods of sale or other disposition, the sale or other disposition of the Collateral or any portion thereof shall have been made in one a commercially reasonable manner if conducted in conformity with commercial practices of creditors disposing of similar property; but in any event the Collateral Agent may sell, lease, deliver, grant options to purchase or more parcels at public otherwise retain, liquidate or private saledispose such Collateral on such terms and to such purchaser(s) (including the Collateral Agent or any Secured Note Holder) as the Collateral Agent in its absolute discretion may choose, at any of Collateral Agent's offices and for cash or elsewhere, for cash, on credit or for future delivery, without assuming any credit risk, at public or private sale or other disposition without demand of performance, and at without any obligation to advertise or give notice of any kind other than that necessary under applicable law. Debtor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale or other disposition hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such price sale or prices and upon such other terms as disposition, unless prohibited by applicable law, the Collateral Agent and the Secured Note Holders may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 days' notice to the Grantor bid for and purchase all or any part of the time and place Collateral so sold free from any such right or equity of any public sale or the time after which any private sale is to be made shall constitute reasonable notificationredemption. The Collateral Agent shall not be obligated liable for failure to make collect or realize upon any or all of the Collateral or for any delay in so doing nor shall it be under any obligation to take any action whatsoever with regard thereto. The Collateral Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Agreement. Debtor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Collateral Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Debtor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the relevant Collateral regardless of notice of for their own account, for investment and not with a view to the distribution or resale thereof. Debtor acknowledges that any such private sale having been given. may be at prices and on terms less favorable to the Collateral Agent may adjourn than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any public or such private sale from shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to time by announcement at enable the time and place fixed therefor, and such sale may, without further notice, registration of the Collateral or related transaction so as to permit a public offer to be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionwith respect thereto.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateralcollateral), (ii) all of the rights and remedies provided for in this Agreement. In addition, the Secured Agreement, Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent sales after ten (10) days’ notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem reasonable, and any Secured Party may be the purchaser at any public sale of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.

Remedies Upon an Event of Default. If any Event of Default shall have has occurred and be is continuing, Collateral the Administrative Agent may may, without further notice to the Grantors, exercise in respect of the Collateral, (i) all the rights and remedies of under this Agreement or any other Loan Document or that are available to a secured party on creditor upon default under the Uniform Commercial Code of UCC, or that are otherwise available at law or in equity, at any time, in any order and in any combination, including collecting any and all Secured Obligations from the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral)Grantors, (ii) all of the rights and remedies provided for and, in this Agreementaddition, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as Administrative Agent or its designee may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on upon credit or for future delivery, and at such price or prices and upon such other terms as Collateral the Administrative Agent may deem commercially reasonablesatisfactory. Each Grantor agrees that, to The Administrative Agent shall give the extent Grantors no less than ten (10) days prior written notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any sale or other intended disposition of Collateral, except for any Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, in which case the Administrative Agent shall give notice of such sale as early as possible. Each Grantor agrees that any such notice constitutes "reasonable notification" within the meaning of Section 9-611 of the UCC (to the extent such Section or any successor provision under the UCC is applicable). The Administrative Agent or any Secured Creditor may be the purchaser of any or all of the Collateral so sold at any public sale (or, if such Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations or if otherwise permitted by Requirement of Law, at any private sale) and thereafter hold the same, absolutely, free from any right or claim of whatsoever kind. Each Grantor agrees to execute and deliver such documents and take such other action as the Administrative Agent deems necessary or advisable in order that any such sale may be made in compliance with law. Upon any such sale, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser at any such sale shall hold the Collateral so sold to it absolutely free from any claim or right of any kind, including any equity or right of redemption of the Grantors. To the extent permitted by law, each Grantor hereby specifically waives all rights of redemption, stay or appraisal which it has or may have under any law now existing or hereafter adopted. The notice (if any) of such sale shall (i) in case of a public sale, state the time and place fixed for such sale, and (ii) in the case of a private sale, state the day after which such sale may be consummated. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Administrative Agent may fix in the notice of such sale. At any private sale is to such sale, Collateral may be made shall constitute reasonable notificationsold in one lot as an entirety or in separate parcels, as the Administrative Agent may determine. Collateral The Administrative Agent shall not be obligated to make any such sale of Collateral regardless of pursuant to any such notice. The Administrative Agent may, without notice of sale having been given. Collateral Agent may or publication, adjourn any public or private sale or cause the same to be adjourned, from time to time time, by announcement at the time and place fixed thereforfor the sale, and such sale may, without further notice, may be made at the any time and or place to which it was the same may be so adjourned. If an Event In case of Default any sale of all or any part of the Collateral on credit or for future delivery, such Collateral so sold may be retained by the Administrative Agent until the selling price is paid by the purchaser thereof, but the Administrative Agent shall have occurred not incur any liability in case of the failure of such purchaser to take up and pay for such Collateral so sold and, in case of any such failure, such Collateral may again be continuingsold upon like notice. The Administrative Agent, Collateral instead of exercising the power of sale herein conferred upon it, may proceed by a suit or suits at law or in equity to foreclose the Security Interests and sell Collateral, or any portion thereof, under a judgment or decree of a court or courts of competent jurisdiction. The Grantors shall remain liable for any deficiency. For the purpose of enforcing any and all rights and remedies under this Agreement, the Administrative Agent may retain (i) require any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such GrantorGrantor to, and each Grantor agrees that it will, at the joint and several expense of the Grantors, and upon the Administrative Agent's request, forthwith assemble all or any part of its Collateral as directed by the Administrative Agent and make it available at a place designated by the Administrative Agent which is, in the Administrative Agent's opinion, reasonably convenient to the Administrative Agent and such Grantor, whether at the premises of such Grantor or otherwise, (ii) to the extent permitted by Requirement of Law, enter, with or without process of law and without breach of the peace, any premises where any such Collateral is or may be located and, without charge or liability to the Administrative Agent, seize and remove such Collateral from such premises, (iii) have access to and use such Grantor's books and records, computers and software relating to the Collateral, and (iv) prior to the disposition of any of the Collateral, store or transfer such Collateral without charge in or by means of any storage or transportation facility owned or leased by such Grantor, process, repair or recondition such Collateral or otherwise prepare it for disposition in any manner and, to the extent the Administrative Agent deems appropriate and in connection with such preparation and disposition, use without charge any Intellectual Property used by such Grantor. Without limiting the generality of the foregoing, if any Event of Default has occurred and is continuing: Upon the Administrative Agent's request, each Grantor will promptly notify each Account Debtor, in respect of any Account or Instrument of such Grantor that constitutes Collateral, that such Collateral has been assigned to the Administrative Agent hereunder and that any payments due or to become due in respect of such Collateral are to be made directly to the Administrative Agent. Notwithstanding the foregoing, each Grantor hereby waives its rights authorizes the Administrative Agent, upon the occurrence and during the continuance of an Event of Default; (A) to directly contact and notify the Account Debtors or obligors under any Accounts that constitute Collateral of the assignment of such agreement Collateral to the Administrative Agent; (B) to direct such Account Debtor or obligors to make payment of all amounts due or to become due thereunder directly to the Administrative Agent; and consents (C) upon such notification and at the expense of such Grantor, to enforce collection of any such Accounts and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as such Grantor might have done. Once any such notice has been given to any such Account Debtor or other Person obligated on the Collateral, such Grantor shall not give any contrary instructions to such Account Debtor or other Person without the Administrative Agent's prior written consent. If, notwithstanding the giving of any notice, any such Account Debtor or other Person shall make payments to a Grantor, such Grantor shall hold all such payments it receives in trust for the Administrative Agent, for the account of the Secured Creditors, and shall immediately, upon receipt, deliver the same to the Administrative Agent. The Administrative Agent may establish or cause to be established one or more lockboxes or other arrangements for the deposit of Proceeds of such Accounts, and in such case, each Grantor shall cause to be forwarded to the Administrative Agent, on a daily basis, all checks and other items of payment and deposit slips related thereto for deposit in such lockboxes. The Administrative Agent may (without assuming any obligations or liability thereunder), at any time and from time to time, enforce (and shall have the exclusive right to enforce) against any licensee or sublicensee all rights and remedies of any Grantor in, to and under any Licenses that constitute Collateral and take or refrain from taking any action in connection therewith. Each Grantor hereby releases the Administrative Agent from, and agrees to hold the Administrative Agent free and harmless from and against any claims arising out of, any lawful action so taken or omitted to be taken with respect hereto, except for the Administrative Agent's gross negligence or willful misconduct, as determined by a final and non-appealable decision of a court of competent jurisdiction. Upon request by the Administrative Agent, each Grantor agrees to execute and deliver to the Administrative Agent powers of attorney, in form and substance satisfactory to the Administrative Agent, for the implementation of any lease, assignment, license, sublicense, grant of option, sale or other disposition of any Intellectual Property that constitutes Collateral. In the event of any such disposition pursuant to this Section, each such retentionGrantor shall supply to the Administrative Agent (A) its know-how and expertise relating to the manufacture and sale of the products bearing Trademarks or the products or services made or rendered in connection with Patents or Copyrights, and (B) its customer lists and other records relating to such Intellectual Property and the distribution of said products. The Administrative Agent, on behalf of the Secured Creditors, and, by accepting the benefits of this Agreement, the Secured Creditors, expressly acknowledge and agree that this Agreement may be enforced only by the action of the Administrative Agent and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the collateral security to be granted hereby, it being understood and agreed that such rights and remedies shall be exercised exclusively by the Administrative Agent, for the benefit of the Secured Creditors, upon the terms of this Agreement.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York as in effect in any applicable jurisdiction (the "CODEApplicable UCC") (whether or not the Code Applicable UCC applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured AgreementSenior Note Indenture, the New Credit Facility, and any other agreement between any the Grantor and Obligee any Secured Party and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee any Secured Party to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, the Collateral Agent also may (i) require each the Grantor to, and each the Grantor hereby agrees that it will, at its expense and upon request of the Collateral Agent forthwith, assemble all or part of the Collateral as directed by the Collateral Agent and make it available to the Collateral Agent at a place to be designated by the Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent the Collateral Agent deems appropriate, (iv) take possession of any the Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such the Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. Each The Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 ten days' prior written notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retention.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusivecollateral). If In addition, upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent also may (i) require each Grantor to, is hereby authorized and each Grantor hereby agrees that it will, at empowered to transfer and register in its expense and upon request name or in the name of Collateral Agent forthwith, assemble all its nominee the whole or any part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 sales after ten (10) days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent's offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.

Remedies Upon an Event of Default. If any an Event of Default has occurred, the Pledgee shall have occurred and be continuing, Collateral Agent may the right to exercise in respect of the Collateral, (i) Collateral all the rights and remedies of available to a secured party on default under the Uniform Commercial Code in effect at the time in the Commonwealth of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral)Massachusetts and may also, (ii) all of the rights and remedies provided for in this Agreementwithout notice, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies except as may be provided required by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees direct that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or any part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to proceeds thereof be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior applied to the disposition payment of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured ObligationObligations, and (v) without notice except as specified below, the Pledgee may sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker's board or at any of Collateral Agentthe Pledgee's offices or elsewhere, for cash, on credit or creditor for future delivery, and at such price or prices and upon such other terms as Collateral Agent the Pledgee may deem commercially reasonable. Each Grantor agrees thatThe Pledgor acknowledges that the Collateral is of a type sold in a recognized market, and, accordingly, no notice by the Pledgee to the extent notice of sale shall be Pledgor is required at law, at least 10 days' notice prior to the Grantor of the time and place sale of any public sale or Collateral hereunder. In the time after which any private sale event such notice is to be made shall constitute reasonable notification. Collateral Agent given, the Pledgee shall not be obligated to make any sale of Collateral regardless of such notice of sale having been given. Collateral Agent The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event Any cash received by the Pledgee as Collateral and all cash proceeds received by the Pledgee in respect of Default any sale of, collection from, or other realization upon all or any part of the Collateral as contemplated in this section may, in the discretion of the Pledgee, be held by the Pledgee as collateral for or then or at any time thereafter applied (after payment of any expenses) in whole or in part by the Pledgee against, all or any part of the Secured Obligations in such order as the Pledgee shall elect. Any surplus of such cash or cash proceeds held by the Pledgee and remaining after payment in full of all the Secured Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus. The Pledgee shall not be required to resort to or marshal any present or future security for, or guaranties of, the obligations secured hereby, or to resort to any such security or guaranties in any particular order. The Pledgee's remedies shall be cumulative with all other rights, however existing or arising, and may be exercised concurrently or separately. Neither failure nor delay on the Pledgee's part to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other further exercise thereof or the exercise of any other right, remedy, power or privilege. Beyond the exercise of reasonable care to assure the safekeeping of Possessory Collateral while held in the Pledgee's possession or control, the Pledgee shall have occurred and be continuing, Collateral Agent may retain no duty or liability to preserve rights pertaining to any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionCollateral.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusivecollateral). If In addition, upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent also may (i) require each Grantor to, is hereby authorized and each Grantor hereby agrees that it will, at empowered to transfer and register in its expense and upon request name or in the name of Collateral Agent forthwith, assemble all its nominee the whole or any part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent sales after ten (10) days’ notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateralcollateral), (ii) all of the rights and remedies provided for in this Agreement. In addition, the Secured Agreement, Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent sales after five (5) days’ notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuingcontinuing and acceleration shall have occurred pursuant to Section 702, Collateral Agent may exercise the Trustee may, subject in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies each case to the affected Collateral)provisions of Section 807, (ii) exercise any or all of the rights and remedies provided for granted to it in this Agreementany Security Document. Without limiting the generality of the foregoing, the Secured AgreementIssuer expressly agrees that in any such event the Trustee, without demand of performance or any other demand, advertisement or notice of any kind (except the notice specified below of the time and place of public or private sale) to or upon the Issuer or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the extent permitted by applicable law), may, and at the written instruction of the Majority Holders shall, subject to the provisions of the Material Agreements and to the provisions of any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies regulation having the force of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may law: (i) require each Grantor tocollect, receive and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble appropriate any or all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both partiesexercise any right, remedy, power or privilege of the Issuer under any Material Agreement; (ii) enter onto set off against all amounts due and payable hereunder in the property where any Collateral is located and take possession thereof with or without judicial processAccounts, (iii) prior proceed by suit at law or in equity to the disposition seek specific performance of any obligation of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, Issuer; (iv) take possession of the Collateral forthwith or any Grantor's premises time thereafter, in which case the Issuer shall marshal and deliver the Collateral to the Trustee or its designee at such time or times and such place custodians in exclusive control thereof, remain on such premises and use or places as the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and Trustee may reasonably specify; (v) without notice except as specified belowsubject to the provisions of Section 704, sell the Collateral forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver all or any part thereof in of the Collateral (or contract to do so) at one or more parcels at public or private salesales, at any exchange, broker's board or at any of Collateral Agentthe Trustee's offices or elsewhereelsewhere at such prices as it may deem best, for cash, cash or on credit or for future deliverydelivery without assumption of any credit risk; (vi) institute legal proceedings for the appointment of a receiver with respect to any or all of the Collateral or with respect to the Issuer; or (vii) proceed by suit at law or in equity to foreclose upon the Collateral or exercise any other right or remedy available under applicable law. The Trustee may sell any or all of the Collateral as provided above at any private or public sale, and at it being hereby agreed that twenty (20) Business Days' notice by the Trustee to the Issuer shall be deemed to be reasonable notice of any such price or prices and upon such other terms as Collateral Agent may deem commercially reasonablesale. Each Grantor agrees thatThe Issuer hereby waives, to the extent notice of sale shall be required at permitted by applicable law, at least 10 days' notice to any claims against the Grantor Trustee arising by reason of the time and place of fact that the price at which Collateral may have been sold at any public sale or the time after which any such private sale is to be made shall constitute reasonable notification. Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having was less than the price which might have been given. Collateral Agent may adjourn any obtained at a public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionsale.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral Agent Secured Party may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code UCC. In addition, Secured Party is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the State of New York (the "CODE") (whether whole or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, processcollect and receive all cash distributions made thereon, repair or recondition the Collateral or otherwise prepare the Collateral for disposition and, in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowits sole discretion, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 sales after ten (10) days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made take place (which notice Pledgors agree is commercially reasonable), with five (5) days' previous notice to any Related Party or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though Secured Party was the legal and record owner thereof. Pledgors hereby irrevocably constitute and appoint Secured Party as the proxy and attorney-in-fact of Pledgors, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided that Secured Party shall constitute reasonable notification. Collateral Agent not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time at Secured Party's offices or elsewhere to time by announcement be named in the notice of sale, either for cash or upon credit or for future delivery at the time and place fixed thereforsuch price as Secured Party may deem fair, and Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of Pledgors or any right of redemption, which Pledgors hereby waive to the extent permitted by applicable Law. Each sale shall be made to the highest bidder, but Secured Party reserves the right to reject any and all bids at such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantorwhich, in each case upon such terms its discretion, it shall deem inadequate. Demands of performance, except as Collateral Agent otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any such person sale hereunder may agree, notwithstanding the provisions be conducted by an auctioneer or any officer of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionagent of Secured Party.

Remedies Upon an Event of Default. If any Upon the occurrence and during the continuation of an Event of Default shall Default, the Pledgee shall, in addition to all other rights permitted by applicable law, this Agreement, the Credit Agreement or the other Loan Documents have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for with respect to the Pledged Collateral of a secured party under the UCC in this Agreementeffect in the State of Nevada at that time, and the Secured AgreementPledgee may, without notice and at its option, transfer or register, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law Pledgor shall register or otherwise (such rights and remedies of Obligee cause to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and registered upon request of Collateral Agent forthwiththerefor by the Pledgee, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Pledged Collateral or any part thereof on the books of VOIP into the name of the Pledgee or the Pledgee’s nominee(s), indicating that such Pledged Collateral is subject to the security interest hereunder. In addition, with respect to any Pledged Collateral that shall then be in one or more parcels shall thereafter come into the possession or custody of the Pledgee, upon the occurrence and during the continuation of an Event of Default, the Pledgee shall have all the rights and remedies available under applicable law and may sell or cause the same to be sold at any broker’s board or at public or private sale, in one or more sales or lots, at any of Collateral Agent's offices such price or elsewhereprices as the Pledgee may deem best in its sole discretion, for cash, cash or on credit or for future delivery, without assumption of any credit risk, all in accordance with the terms and at such price provisions of this Agreement. The purchaser of any or prices and upon such other terms as all Pledged Collateral Agent may deem commercially reasonableso sold shall thereafter hold the same absolutely, free from any claim, encumbrance, or right of any kind whatsoever. Each Grantor agrees thatUnless any of the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, to the extent Pledgee will give Pledgor reasonable notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made shall constitute reasonable notificationmade. Collateral Agent shall not be obligated to make any Any sale of the Pledged Collateral regardless conducted in conformity with reasonable commercial practices of banks, insurance companies, commercial finance companies, or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to Pledgor as provided in Section 14(a) below, at least ten (10) days before the time of the sale having been givenor disposition. Any other requirement of notice, demand, or advertisement for sale is, to the extent permitted by law, waived. The Pledgee may, in its own name or in the name of a designee or nominee, buy any of the Pledged Collateral Agent may adjourn at any public sale and, if permitted by applicable law, at any private sale. All expenses (including court costs and attorneys’ fees, expenses, and disbursements) of, or private incident to, the enforcement of any of the provisions hereof shall be recoverable from the proceeds of the sale or other disposition of the Pledged Collateral. In view of the fact that Federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after any Event of Default, Pledgor agrees that upon the occurrence and during the continuation of any Event of Default, the Pledgee may, from time to time time, attempt to sell the Pledged Collateral by announcement at means of a private placement, restricting the time prospective purchasers to those who will represent and place fixed thereforagree that they are purchasing for investment only and not for distribution. In so doing, the Pledgee may solicit offers to buy the Pledged Collateral, or any part of it, for cash, from a limited number of investors who might be interested in purchasing the Pledged Collateral, and if the Pledgee solicits such sale mayoffers from not less than three (3) such investors that are not affiliated with the Pledgee, without further noticethen the acceptance by the Pledgee of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposition of the Pledged Collateral. In any event, be made at upon the time occurrence and place to which it was so adjourned. If an during the continuation of any Event of Default Default, all rights that Pledgor would otherwise be entitled to exercise with respect to the Pledged Collateral shall have occurred and be continuing, Collateral Agent may retain any of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantorcease, and each Grantor hereby waives its all such rights under any such agreement and consents to each such retentionshall thereupon become vested in the Pledgee.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateralcollateral), (ii) all of the rights and remedies provided for in this Agreement. In addition, the Secured Agreement, Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent sales after five (5) days’ notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice the Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral The Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of the Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of the Pledgor or any right of redemption, which the Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.

Remedies Upon an Event of Default. If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (ia) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (isubject to Section 7.06(e) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent Operating Agreement, Pledgee shall be entitled to exercise all the rights and make it available to Collateral Agent at remedies of a place to be designated by Collateral Agent that is reasonably convenient to both partiessecured party upon default under the UCC, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition including sale of the Collateral. In furtherance and not in limitation of the foregoing, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor Pledgor agrees that, to the extent notice of sale shall be required at by law, at least 10 ten (10) days' ’ notice to the Grantor Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of Pledgor, and Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral Agent after sale hereunder, and all rights, if any, of marshaling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, Pledgee may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Pledgee shall not be obligated liable for failure to make collect or realize upon any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain any all of the directors, officers and employees of Collateral or for any Grantor, delay in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights so doing nor shall it be under any such agreement and consents obligation to each such retentiontake any action whatsoever with regard thereto.

Remedies Upon an Event of Default. If any Event Upon the occurrence and during the continuance of Default shall have occurred and be continuing, Collateral Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") (whether or not the Code applies to the affected Collateral), (ii) all of the rights and remedies provided for in this Agreement, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default under any Covered Document, subject to receipt of any applicable regulatory approvals, the Collateral Agent shall have occurred the right to exercise (at the direction of the Controlling Secured Parties) any and be continuing, Collateral Agent all rights afforded to a secured party with respect to the Secured Obligations under the UCC or other applicable law and also may (i) require each Grantor toexercise (at the direction of the Controlling Secured Parties) any and all rights and remedies of the Pledgor under or in connection with the Pledged Collateral, or otherwise in respect of the Pledged Collateral; provided that the Collateral Agent shall provide the Pledgor with notice thereof prior to such exercise and each Grantor hereby agrees that it will(ii) subject to the requirements of applicable law and the notice requirements described below, at its expense and upon request the direction of Collateral Agent forthwiththe Controlling Secured Parties, assemble sell or otherwise dispose of all or any part of the Pledged Collateral as directed by Collateral Agent and make it available to Collateral Agent securing the Secured Obligations at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Collateral, store, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, sale or at any of Collateral Agent's offices broker’s board or elsewhereon any securities exchange, for cash, on upon credit or for future deliverydelivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and at upon consummation of any such price or prices and upon such other terms as sale the Collateral Agent may deem commercially reasonableshall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each Grantor agrees thatsuch purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely, free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and appraisal which the Pledgor now has or may at any time in the future have under any law now existing or hereafter enacted. The Collateral Agent shall give the Pledgor ten (10) days’ written notice (which the Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Pledged Collateral. Such notice, in the case of a public sale, shall be required at law, at least 10 days' notice to the Grantor of state the time and place for such sale and, in the case of any public a sale at a broker’s board or on a securities exchange, shall state the time after board or exchange at which any private such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall constitute reasonable notificationbe held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale having of such Pledged Collateral shall have been given. The Collateral Agent may may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed thereforfor sale, and such sale may, without further notice, be made at the time and place to which it the same was so adjourned. If In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of the Pledgor (all said rights being also hereby waived and released to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from the Pledgor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Pledgor therefor. For purposes hereof, a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to any such agreement entered into at the direction of the Controlling Secured Parties in accordance with the terms of this Section 3.01 and the Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an Event agreement all Events of Default shall have occurred been remedied and be continuingthe Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may retain any (at the direction of the directors, officers Controlling Secured Parties) may proceed by a suit or suits at law or in equity to foreclose this Agreement and employees to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of any employment, confidentiality this Section 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionequivalent in other jurisdictions.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, the Collateral Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateralcollateral), (ii) all of the rights and remedies provided for in this Agreement. In addition, the Secured Agreement, and any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, is hereby authorized and each Grantor hereby agrees that it will, at empowered to transfer and register in its expense and upon request name or in the name of Collateral Agent forthwith, assemble all its nominee the whole or any part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent notice of sale shall be required at law, at least 10 sales after ten (10) days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Collateral Agent was the legal and record owner thereof. Each Pledgor hereby irrevocably constitutes and appoints the Collateral Agent, for the benefit of the Secured Creditors, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Collateral Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforCollateral Agent's offices or elsewhere to be named in the notice of sale, and either for cash or upon credit or for future delivery at such sale may, without further notice, be made at price as the time and place to which it was so adjourned. If an Event of Default shall have occurred and be continuing, Collateral Agent may retain deem fair, and the Collateral Agent or any Secured Party may be the purchaser of the directors, officers whole or any part of the Pledged Collateral so sold and employees hold the same thereafter in its own right free from any claim of any GrantorPledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Collateral Agent reserves the right to reject any and all bids at such sale which, in each case upon such terms its discretion, it shall deem inadequate. Demands of performance, except as Collateral Agent otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any such person sale hereunder may agree, notwithstanding be conducted by an auctioneer or any officer or agent of the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionCollateral Agent.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateralcollateral), (ii) all of the rights and remedies provided for in this Agreement. In addition, the Secured Agreement, Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, storeexercise the voting rights with respect thereto, process, repair or recondition the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Collateral Agent deems appropriate, (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent sales after ten (10) days’ notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.

Remedies Upon an Event of Default. If any (a) Upon the occurrence of an Event of Default shall have occurred and be continuingduring the continuation thereof, Collateral the Administrative Agent may exercise in respect of the Collateral, (i) all the rights and remedies of a secured party on default under the Uniform Commercial Code of the State of New York (the "CODE") UCC (whether or not the Code UCC applies to the affected Collateralcollateral), (ii) all of the rights and remedies provided for in this Agreement. In addition, the Secured Agreement, Administrative Agent is hereby authorized and empowered to transfer and register in its name or in the name of its nominee the whole or any other agreement between any Grantor and Obligee and (iii) such other rights and remedies as may be provided by law or otherwise (such rights and remedies of Obligee to be cumulative and non-exclusive). If an Event of Default shall have occurred and be continuing, Collateral Agent also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of Collateral Agent forthwith, assemble all or part of the Collateral as directed by Collateral Agent and make it available to Collateral Agent at a place to be designated by Collateral Agent that is reasonably convenient to both parties, (ii) enter onto the property where any Collateral is located and take possession thereof with or without judicial process, (iii) prior to the disposition of the Pledged Collateral, store, process, repair or recondition exercise the Collateral or otherwise prepare the Collateral for disposition in any manner voting rights with respect thereto (to the extent Collateral Agent deems appropriatethat such voting rights with respect to membership interests in LLCs not wholly-owned by a Pledgor are assignable under applicable law), (iv) take possession of any Grantor's premises or place custodians in exclusive control thereof, remain on such premises collect and use the same receive all cash dividends and any of such Grantor's equipment for the purpose of completing any work in process, taking any actions described in the preceding clause (iii) and collecting any Secured Obligation, and (v) without notice except as specified belowother distributions made thereon, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as Collateral Agent may deem commercially reasonable. Each Grantor agrees that, to the extent sales after five (5) days’ notice of sale shall be required at law, at least 10 days' notice to the Grantor of the time and place of any public sale or of the time after which any a private sale is to be made shall constitute reasonable notificationtake place (which notice each Pledgor agrees is commercially reasonable), but without any previous notice or advertisement, the whole or any part of the Pledged Collateral and otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the legal and record owner thereof. Collateral Each Pledgor hereby irrevocably constitutes and appoints the Administrative Agent, for the benefit of the Secured Parties, as the proxy and attorney-in-fact of such Pledgor with respect to the Pledged Collateral, with full power of substitution to exercise any of the rights provided in the preceding sentence; provided, that the Administrative Agent shall not have any duty to exercise any such right or to preserve the same and shall not be obligated liable for any failure to make do so or for any delay in doing so. Any sale of Collateral regardless of notice of sale having been given. Collateral Agent may adjourn any shall be made at a public or private sale from time to time by announcement at the time and place fixed thereforAdministrative Agent’s offices or elsewhere to be named in the notice of sale, either for cash or upon credit or for future delivery at such price as the Administrative Agent may deem fair, and any Secured Party may be the purchaser of the whole or any part of the Pledged Collateral so sold and hold the same thereafter in its own right free from any claim of any Pledgor or any right of redemption, which each Pledgor hereby waives to the extent permitted by applicable law. Each sale shall be made to the highest bidder, but the Administrative Agent reserves the right to reject any and all bids at such sale maywhich, without further noticein its discretion, it shall deem inadequate. Demands of performance, except as otherwise herein specifically provided for, notices of sale, advertisements and the presence of property at sale are hereby waived and any sale hereunder may be made at the time and place to which it was so adjourned. If conducted by an Event of Default shall have occurred and be continuing, Collateral Agent may retain auctioneer or any officer or agent of the directors, officers and employees of any Grantor, in each case upon such terms as Collateral Agent and any such person may agree, notwithstanding the provisions of any employment, confidentiality or non-disclosure agreement between any such person and any such Grantor, and each Grantor hereby waives its rights under any such agreement and consents to each such retentionAdministrative Agent.