Common use of Certain Remedies Clause in Contracts

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may (i) require the Grantor to, and 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 which is reasonably convenient to both parties, and (ii) 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Subject to the terms of the Senior Note Intercreditor Agreement, all cash proceeds received by the Collateral Agent may (i) transfer in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into the name of the Collateral Agent or its nomineeshall, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, terms of any applicable Intercreditor Agreement, be applied (ii) notify the parties obligated on after payment of any of the Collateral to make payment amounts payable to the Collateral Agent of any amount due or pursuant to become due thereunder, (iiiSection 6.2) enforce collection of any pursuant to Section 3.02(b)(iii) of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the CollateralCredit Agreement.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) VI.1.1 The Collateral Agent Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 AgentLender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) VI.1.2 The Collateral Agent Lender may (ia) transfer all or any part of the Collateral into the name of the Collateral Agent Lender or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder,; (iib) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Lender of any amount due or to become due thereunder,; (iiic) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivd) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral,; (ve) take control of any proceeds of the Collateral, ; and (vif) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may (i) require the Grantor to, and 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 which is reasonably convenient to both parties, and (ii) 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The All cash proceeds received by the Collateral Agent may (i) transfer in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into the name of the Collateral Agent or its nomineeshall, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, terms of any applicable Intercreditor Agreement, be applied (ii) notify the parties obligated on after payment of any of the Collateral to make payment amounts payable to the Collateral Agent of any amount due or pursuant to become due thereunder, (iiiSection 6.2) enforce collection of any pursuant to Section 3.02(b)(iii) of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the CollateralCredit Agreement.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Lender on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Lender forthwith, assemble all or part of the Collateral as directed by the Lender and make it available to the Lender at a place to be designated by the Lender that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Agent's Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) All cash Proceeds received by the Lender in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Lender against all or any part of the Obligations as set forth in Section 4.4(b) of the Credit Agreement. (c) The Collateral Agent Lender may (i) transfer all or any part of the Collateral into the name of the Collateral Agent Lender or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Lender of any amount due or to become due thereunder, (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral, (vvi) take control of any proceeds Proceeds of the Collateral, and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may (i) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to both parties, and (ii) 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral All cash proceeds received by the Administrative Agent may (i) transfer in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral into shall be applied by the name Administrative Agent against, all or any part of the Collateral Agent or its nomineeObligations as follows: (i) first, with or without disclosing that such Collateral is subject to the lien payment of any amounts payable to the Administrative Agent pursuant to Section 11.3 of the Credit Agreement and security interest hereunder,Section 6.2; (ii) notify second, to the parties obligated on equal and ratable payment of Obligations, in accordance with each Secured Party's Obligations owing to it under or pursuant to the Credit Agreement or any other Loan Document, or under or pursuant to any Hedging Obligation included in the Obligations as to each Secured Party, applied (A) first to fees and expense reimbursements then due to such Secured Party, (B) then to interest due to such Secured Party, (C) then to pay or prepay principal of the Collateral to make payment to the Collateral Agent of any amount due Loans owing to, or to become due thereunder,reduce the "credit exposure" of, such Secured Party under such Hedging Obligation, as the case may be, and (D) then to pay the remaining outstanding Obligations and cash collateralize all Letter of Credit Outstandings; (iii) enforce collection third, without duplication of any amounts paid pursuant to clause (b)(ii) above, to the Indemnified Parties to the extent of any amounts owing pursuant to Section 11.4 of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,Credit Agreement; and (iv) endorse any checksfourth, drafts, or other writings to be held as additional collateral security until the payment in the Pledgor's name to allow collection full in cash of all of the Collateral, (v) take control Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, after which such remaining cash proceeds shall be paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. For purposes of this Security Agreement, the "credit exposure" at any time of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer Secured Party with respect to all or any a Hedging Obligation to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the Collateralcounterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Hedging Obligation.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) subject to applicable law or agreements with landlords, enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor applicable Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) Each Grantor that is or may become a fee estate owner of property where any Collateral is located agrees and acknowledges that (i) Administrative Agent may remove the Collateral or any part thereof from such property in accordance with statutory law appertaining thereto without objection, delay, hindrance or interference by such Grantor and in such case such Grantor will make no claim or demand whatsoever against the Collateral, (ii) it will (x) cooperate with Administrative Agent in its efforts to assemble and/or remove all of the Collateral located on the such property; (y) permit Administrative Agent and its agents to enter upon such property and occupy the property at any or all times to conduct an auction or sale, and/or to inspect, audit, examine, safeguard, assemble, appraise, display, remove, maintain, prepare for sale or lease, repair, lease, transfer, auction and/or sell the Collateral; and (z) not hinder Administrative Agent’s actions in enforcing its security interest in the Collateral. (c) Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition. (d) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Secured Obligations as set forth in Section 7.6 of the Credit Agreement. The Collateral Administrative Agent mayshall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Administrative Agent with a written demand to apply or pay over such noncash proceeds on such basis. (e) The Administrative Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, , (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (ivv) endorse any checks, drafts, or other writings in the Pledgor's applicable Grantor’s name to allow collection of the Collateral, , (vvi) take control of any proceeds Proceeds of the Collateral, and or (vivii) execute (in the name, place and stead of the Pledgorapplicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. (a) If any an Event of Default shall have occurred and be continuing: , Landlord may (ai) The Collateral Agent may terminate this Master Lease by giving Tenant no less than ten (10) days’ Notice of such termination (and Tenant shall have the right to cure the event giving rise to the Event of Default during such ten (10) day period) and the Term shall terminate and all rights of Tenant under this Master Lease shall cease, (ii) seek damages as provided in Section 16.3 hereof, and/or (iii) exercise any other right or remedy at law or in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise equity available to itLandlord as a result of any Event of Default. Tenant shall pay as Additional Charges all costs and expenses incurred by or on behalf of Landlord, all the rights including reasonable attorneys’ fees and remedies expenses, as a result of a secured party on default under the U.C.C. (any Event of Default hereunder. If an Event of Default shall have occurred and be continuing, whether or not the U.C.C. applies this Master Lease has been terminated pursuant to the affected Collateral) and also mayfirst sentence of this Section 16.2, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees thatTenant shall, to the extent notice of sale shall be permitted by law (including applicable Gaming Regulations), if required by lawLandlord to do so, at least ten days' prior notice immediately surrender to Landlord possession of all or any portion of the Leased Property (including any Tenant Capital Improvements) as to which Landlord has so demanded and quit the same and Landlord may, to the Pledgor extent permitted by law (including applicable Gaming Regulations), enter upon and repossess such Leased Property and any Capital Improvement thereto by reasonable force, summary proceedings, ejectment or otherwise, and, to the extent permitted by law (including applicable Gaming Regulations), may remove Tenant and all other Persons and any 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale Tenant’s Property 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 adjournedLeased Property. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject Notwithstanding anything contained herein to the lien contrary, Landlord shall not be entitled to terminate this Master Lease by reason of an Event of Default (but Landlord may exercise all other rights and security interest hereunder, remedies), unless and until Landlord has, following the occurrence of an Event of Default, delivered a notice (ii“Event of Default Notice”) notify to Tenant stating the parties obligated on any Event of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwiseDefault, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than containing the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute following caption (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.bold 16 point type):

Certain Remedies. (a) If any an Event of Default shall have occurred and be continuing: , Landlord may (ai) The Collateral Agent may after the expiration ten (10) days after any Event of Default Notice (as hereinafter defined), terminate this Master Lease by giving Tenant no less than ten (10) days’ Notice of such termination and the Term shall terminate and all rights of Tenant under this Master Lease shall cease, (ii) seek damages as provided in Section 13.3 and/or (iii) exercise any other right or remedy at law or in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise equity available to itLandlord as a result of any Event of Default. Tenant shall pay as Additional Charges all costs and expenses incurred by or on behalf of Landlord, all the rights including reasonable attorneys’ fees and remedies expenses, and court costs, as a result of a secured party on default under the U.C.C. (any Event of Default hereunder. If an Event of Default shall have occurred and be continuing, whether or not the U.C.C. applies this Master Lease has been terminated pursuant to the affected Collateral) and also mayfirst sentence of this Section 13.2, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees thatTenant shall, to the extent notice of sale shall be required permitted by law, at least ten days' prior notice if required by Landlord to do so, immediately surrender to Landlord possession of all or any portion of the Demised Premises as to which Landlord has so demanded and quit the same and Landlord may, to the Pledgor extent permitted by law, enter upon and repossess such Demised Premises by reasonable force, summary proceedings, ejectment or otherwise, and, to the extent permitted by law, may remove Tenant and all other Persons and any of the time and place of any public sale or the time after which any private sale is to be made Tenant’s Property from such Demised Premises (including all Alterations), but in no event shall constitute reasonable notification. The Collateral Agent shall not Tenant be obligated to make remove any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public Alterations that are owned or private sale from time are deemed to time be owned 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 adjournedLandlord under this Master Lease. (b) The Collateral Agent may Landlord shall not be entitled to terminate this Master Lease by reason of an Event of Default (ibut Landlord may exercise all other rights and remedies), unless and until Landlord has, following the occurrence of such Event of Default, delivered a Notice (“Event of Default Notice”) transfer all or any part to Tenant stating the Event of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwiseDefault, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than containing the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute following caption (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.bold 16 point type):

Certain Remedies. If any Event of Default shall have occurred occurs and be is continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in a. In addition to other rights and remedies provided for herein (including under Article 4) or otherwise available to itAdministrative Agent or any Lender (including under the other Loan Documents and/or applicable law), Administrative Agent may also exercise in respect of the Collateral all the rights and remedies of a secured party on upon default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral). Upon the occurrence of any Event of Default, Administrative Agent will have the immediate right to enforce and realize upon any and all collateral security granted under the Loan Documents (including the Collateral hereunder) in any manner or order that Administrative Agent deems expedient without regard to any equitable principles of marshalling or otherwise. All rights and also may, without remedies available to Administrative Agent or any Lender are to be considered cumulative in nature. b. Without notice except as expressly specified belowherein or required by applicable law, Administrative Agent may also sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to To the extent notice of sale shall be is required by law, Grantor agrees that prior notice to Grantor of at least ten days' prior notice to the Pledgor of (10) calendar days indicating the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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, ) may be made at the time and place to which it was so adjourned. c. Administrative Agent may require Grantor to, and Grantor hereby agrees (bat its expense) The that it will, forthwith assemble all or part of the Collateral as directed by Administrative Agent mayand make it available to Administrative Agent at a place designated by Administrative Agent that is reasonably convenient to both Administrative Agent and Grantor. (i) transfer d. Unless Administrative Agent otherwise consents, and except as otherwise provided for in Sections 1.1.5.3 and 1.2.8.5 of the Credit Agreement, Grantor will remit to Administrative Agent all cash proceeds received in respect of any sale of, or collection from, or other realization upon all or any part of the Collateral. All cash proceeds received by Administrative Agent from Grantor or otherwise in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into (in the name discretion of Administrative Agent) may be held by Administrative Agent as additional Collateral for the Secured Obligations, and/or then or at any time thereafter may be applied in whole or in part by Administrative Agent against all or any part of the Collateral Secured Obligations in an order consistent with the designated application of payments provided for in Section 1.5 of the Credit Agreement. Any surplus of such cash or cash proceeds held by Administrative Agent and remaining after payment in full of all the Secured Obligations will be paid over to Grantor or its nominee, with or without disclosing that to whomsoever Administrative Agent reasonably believes may be lawfully entitled to receive such Collateral is subject to surplus. e. To the lien and security interest hereunder, (ii) notify the parties obligated on extent any of the Collateral represents an interest in a partnership, a limited liability company or other unincorporated enterprise, in addition to make payment any other rights and remedies available to Administrative Agent or any Lender under the Loan Documents or applicable law, Administrative Agent (at its option but with notice to the relevant Grantor) may also exercise all rights and privileges of the holder of such interest under the agreements governing such Collateral Agent of any amount due and the Organic Documents for the related organization or may instruct Grantor how to become due thereunder, exercise such rights and privileges (iiiwith which instructions Grantor hereby agrees to comply). Grantor, in addition, covenants and agrees (at Administrative Agent's request) enforce collection of to amend (and to use its best efforts to cause others to amend) any of the Organic Documents for such organization in order to authorize Administrative Agent to so exercise any such rights and privileges associated with such Collateral (including voting rights and the rights to participate in management decisions). The rights of Administrative Agent under this Subsection may be transferred to and exercised by suit any subsequent acquiror or otherwise, transferee of the Collateral pursuant to any sale of or foreclosure on such Collateral. Grantor hereby agrees that the rights of Administrative Agent and surrender, release or exchange all each Lender (or any part thereof, subsequent acquiror or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection transferee of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance under this Subsection may be enforced by specific performance or transfer with respect to all or any of the Collateralotherwise.

Certain Remedies. If any Event of Default shall have ---------------- occurred and be continuing, Lender's sole and exclusive recourse and remedy with respect to the Secured Obligations, this Agreement and the Note shall be to proceed solely against the Collateral as provided herein, without any personal liability of any kind to the Pledgor (excluding in each case, the interest under the Note), and subject to the following: (a) The Collateral Agent Lender may exercise solely in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to itit solely in respect to the Collateral, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 AgentLender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Lender may, to the extent permitted by Section 9-610 of the U.C.C., be the purchaser of any of the Collateral so sold and the obligations of the Pledgor to the Lender may be applied as a credit against the purchase price. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 15 days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. Upon any such sale, the Lender shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser (including the Lender) at any such sale shall hold the Collateral so sold absolutely free from any claim or right of whatsoever kind, including any equity or right of redemption of the Pledgor, and the Pledgor hereby specifically waives, to the extent it may lawfully do so, all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. (b) The Collateral Agent Lender may: (i) transfer all or any part of the Collateral into in the name of the Collateral Agent Lender or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Lender of any amount due or to become due thereunder,; (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Pledgor constituting Collateral,; (v) take control of any proceeds of the Collateral, ; and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. (c) In the event the Lender exercises any rights or remedies against the Collateral as provided in this Article 5, it shall use commercially reasonable efforts to exercise such rights or remedies in the following order: (i) first, against the Purchased Shares which are Forfeitable Shares (as defined in the Restricted Stock Agreement), (ii) second, against the Purchased Shares which are Non-Forfeitable Shares (as defined in the Restricted Stock Agreement), (iii) third, against the other Non-Forfeitable Shares (as defined in the Restricted Stock Agreement) and (iv) fourth, against the other Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Pledged Collateral) and also may, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may: (i) transfer all or any part of the Pledged Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Pledged Collateral is subject to the lien and security interest granted hereunder, (ii) notify the parties obligated on any of the Pledged Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Pledged Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations Obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Pledged Collateral, (v) take control of any proceeds of the Pledged Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral. All rights and remedies provided for in this Pledge Agreement are cumulative, and not exclusive of any other rights or remedies. No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Certain Remedies. If any Event of an Actionable Default shall have occurred and be continuing: (a) The Collateral Agent Trustee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Pledged Collateral) and also may, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral AgentTrustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonablereasonable in each case subject to the terms and provisions of the Collateral Trust Agreement. The Pledgor Company agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor Company 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. The Collateral Agent Trustee shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent Trustee 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. (b) The Collateral Agent Trustee may, in each case subject to the terms and provisions of the Collateral Trust Agreement, (i) transfer all or any part of the Pledged Collateral into the name of the Collateral Agent Trustee or its nominee, with or without disclosing that such Pledged Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Pledged Collateral to make payment to the Collateral Agent Trustee of any amount due or to become due thereunder, (iii) enforce collection of any of the Pledged Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the PledgorCompany's name to allow collection of the Pledged Collateral, (v) take control of any proceeds of the Pledged Collateral, and (vi) execute (in the name, place and stead of the PledgorCompany) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Facility Agent may exercise may, in respect its discretion (with the consent of the CollateralRequired Lenders), in addition and shall, at the written direction of the Required Lenders, proceed to other protect and enforce its rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon Secured Parties by such other terms appropriate proceedings as the Collateral Required Lenders shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Facility Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by any Transaction Document or by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Borrower Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Facility Agent mayirrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Facility Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.5(a), by intervention in such proceedings or otherwise: (i) transfer all to file and prove a claim or any part claims for the whole amount of principal and Yield owing and unpaid in respect of the Collateral into Notes, all other amounts owing to the name Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Facility Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Facility Agent and each predecessor Facility Agent except as determined to have been caused by its own gross negligence or its nominee, with or without disclosing that willful misconduct) and of each of the other Secured Parties allowed in such Collateral is subject to the lien and security interest hereunder,proceedings; (ii) notify unless prohibited by Applicable Law, to vote (with the parties obligated on any consent of the Collateral to make payment to Required Lenders) on behalf of the Collateral Agent holders of the Notes in any amount due election of a trustee, a standby trustee or to become due thereunder,person performing similar functions in any such proceedings; (iii) enforce collection of to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,Secured Parties on their behalf; and (iv) endorse to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Facility Agent or the Secured Parties allowed in any checksjudicial proceedings relative to the Borrower, draftsits creditors and its property; and any trustee, receiver, liquidator, custodian or other writings similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Facility Agent and, in the Pledgor's name event that the Facility Agent shall consent to allow collection the making of payments directly to such Secured Parties, to pay to the Facility Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Facility Agent and each predecessor Facility Agent except as determined to have been caused by its own gross negligence or willful misconduct. (c) Nothing herein contained shall be deemed to authorize the Facility Agent to authorize or consent to or vote for or accept or adopt on behalf of any Lender or other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof or to authorize the Facility Agent to vote in respect of the Collateral,claim of any Secured Party in any such proceeding except, pursuant to Section 13.5(b)(ii), to vote for the election of a trustee in bankruptcy or similar person. (vd) take control All rights of action and of asserting claims under the Transaction Documents, may be enforced by the Facility Agent without the possession of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Facility Agent shall be brought in its own name as Facility Agent and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Facility Agent each predecessor Facility Agent and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Notes and other Secured Parties. (e) In any proceedings brought by the Facility Agent to enforce the Liens under the Transaction Documents (and also any proceedings involving the interpretation of any proceeds provision of any Transaction Document), the Facility Agent shall be held to represent all of the CollateralSecured Parties, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect it shall not be necessary to all or make any of the CollateralSecured Party a party to any such proceedings.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may (and shall, as directed by the Required Lenders) exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Administrative Agent on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (and shall, as directed by the Required Lenders): (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by lawLaw, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against all or any part of the Obligations as set forth in Section 4.4(b) of the Credit Agreement. (c) The Collateral Administrative Agent maymay (and shall, as directed by the Required Lenders): (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to any Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuingcontinuing and not been waived in writing by Pledgee: (a) The Collateral Agent Pledgee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may, without notice except as specified belowbelow or, as required to be provided by the UCC, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's Pledgee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Pledgee may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten 10 days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent 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. (b) The Collateral Agent may Pledgee may (i) transfer all or any part of the Collateral into the name of the Collateral Agent Pledgee or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Pledgee of any amount due or to become due thereunder, , (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (iv) endorse any checks, drafts, drafts or other writings in the Pledgor's ’s name to allow collection of the Collateral, , (v) take control of any proceeds of the Collateral, and Collateral and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise may, in respect its discretion (with the consent of the CollateralRequired Lenders), in addition and shall, at the written direction of the Required Lenders, proceed to other protect and enforce its rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon Secured Parties by such other terms appropriate proceedings as the Collateral Required Lenders shall deem necessary to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by any Transaction Document or by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Borrower Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower, its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Administrative Agent mayirrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered but without any obligation, subject to Section 13.5(a), by intervention in such proceedings or otherwise: (i) transfer all to file and prove a claim or any part claims for the whole amount of principal and Yield owing and unpaid in respect of the Collateral into Notes, all other amounts owing to the name Lenders and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Collateral Administrative Agent (including any claim for reimbursement of all expenses (including the fees and expenses of counsel) and liabilities incurred, and all advances, if any, made, by the Administrative Agent and each predecessor Administrative Agent except as determined to have been caused by its own gross negligence or its nominee, with or without disclosing that willful misconduct) and of each of the other Secured Parties allowed in such Collateral is subject to the lien and security interest hereunder,proceedings; (ii) notify unless prohibited by Applicable Law, to vote (with the parties obligated on any consent of the Collateral to make payment to Required Lenders) on behalf of the Collateral Agent holders of the Notes in any amount due election of a trustee, a standby trustee or to become due thereunder,person performing similar functions in any such proceedings; (iii) enforce collection of to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute all amounts received with respect to the claims of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,Secured Parties on their behalf; and (iv) endorse to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Administrative Agent or the Secured Parties allowed in any checksjudicial proceedings relative to the Borrower, draftsits creditors and its property; and any trustee, receiver, liquidator, custodian or other writings similar official in any such proceeding is hereby authorized by each of such Secured Parties to make payments to the Administrative Agent and, in the Pledgor's name event that the Administrative Agent shall consent to allow collection the making of payments directly to such Secured Parties, to pay to the Administrative Agent such amounts as shall be sufficient to cover all reasonable expenses and liabilities incurred, and all advances made, by the Administrative Agent and each predecessor Administrative Agent except as determined to have been caused by its own gross negligence or willful misconduct. (c) Nothing herein contained shall be deemed to authorize the Administrative Agent to authorize or consent to or vote for or accept or adopt on behalf of any Lender or other Secured Party any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any holder thereof or to authorize the Administrative Agent to vote in respect of the Collateral,claim of any Secured Party in any such proceeding except, pursuant to Section 13.5(b)(ii), to vote for the election of a trustee in bankruptcy or similar person. (vd) take control All rights of action and of asserting claims under the Transaction Documents, may be enforced by the Administrative Agent without the possession of the Notes or the production thereof in any trial or other proceedings relative thereto, and any such action or proceedings instituted by the Administrative Agent shall be brought in its own name as Administrative Agent and any recovery of judgment, subject to the payment of the reasonable expenses, disbursements and compensation of the Administrative Agent each predecessor Administrative Agent and their respective agents and attorneys, shall be for the ratable benefit of the holders of the Notes and other Secured Parties. (e) In any proceedings brought by the Administrative Agent to enforce the Liens under the Transaction Documents (and also any proceedings involving the interpretation of any proceeds provision of any Transaction Document), the Administrative Agent shall be held to represent all of the CollateralSecured Parties, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect it shall not be necessary to all or make any of the CollateralSecured Party a party to any such proceedings.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may: (i) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon the request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties; (ii) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, or advertise for sale or lease the Collateral; (iii) 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 Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor 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. The Collateral Agent Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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; (iv) withdraw all monies, securities and Instruments in the Collateral Account for application to the Obligations; and (v) license or sublicense, whether on an exclusive or nonexclusive basis, any Trademark Collateral, Patent Collateral or Copyright Collateral included in the Intellectual Property Collateral for such term and on such conditions and in such manner as the Secured Party shall in its sole judgment determine. (b) The Collateral Agent may (i) transfer All cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into may, in the name discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Secured Party pursuant to Section 6.2) in whole or in part by the Secured Party against, all or any part of the Secured Obligations in such order as the Secured Party shall elect. The Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral Agent are insufficient to pay all amounts to which the Secured Party is entitled from the Grantor. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full in cash of all the Secured Obligations shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus. (c) To the extent the Grantor has the right to do so, the Grantor authorizes the Secured Party to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or Lien which, in the opinion of the Secured Party, appears to be prior or superior to its nomineesecurity interest. (d) The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Grantor hereby releases. (e) To the maximum extent permitted by law, the Grantor waives all claims, damages, and demands against the Secured Party arising out of the repossession, retention, or sale of the Collateral. (f) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Secured Party shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Secured Party may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Secured Party may deem necessary or advisable, but subject to the other requirements of this Section 6.1(f), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Secured Party may, in its sole discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6.1(f), if any of such Collateral shall not be freely distributable to the public without disclosing registration under the Act at the time of any proposed sale hereunder, then the Secured Party shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Secured Party may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (g) The Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, the Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and the Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Secured Party be liable nor accountable to the Grantor for any discount allowed by the reason of the fact that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on sold in compliance with any of the Collateral to make payment to the Collateral Agent of any amount due such limitation or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateralrestriction.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may (i) require each Grantor to, and such Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to all parties, and (ii) 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral All cash proceeds received by the Administrative Agent may (i) transfer in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral into shall be applied by the name Administrative Agent against, all or any part of the Collateral Agent or its nomineeObligations as follows: (i) first, with or without disclosing that such Collateral is subject to the lien payment of any amounts payable to the Administrative Agent pursuant to Section 11.3 of the Credit Agreement and security interest hereunder,Section 6.2; (ii) notify second, to the parties obligated on equal and ratable payment of Obligations, in accordance with each Secured Party's Obligations owing to it under or pursuant to the Credit Agreement or any other Loan Document, or under or pursuant to any Hedging Obligation included in the Obligations as to each Secured Party, applied (A) first to fees and expense reimbursements then due to such Secured Party, (B) then to interest due to such Secured Party, (C) then to pay or prepay principal of the Collateral to make payment to the Collateral Agent of any amount due Loans owing to, or to become due thereunder,reduce the "credit exposure" of, such Secured Party under such Hedging Obligation, as the case may be, and (D) then to pay the remaining outstanding Obligations and cash collateralize all Letter of Credit Outstandings; (iii) enforce collection third, without duplication of any amounts paid pursuant to clause (b)(ii) above, to the Indemnified Parties to the extent of any amounts owing pursuant to Section 11.4 of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,Credit Agreement; and (iv) endorse any checksfourth, drafts, or other writings to be held as additional collateral security until the payment in the Pledgor's name to allow collection full in cash of all of the Collateral, (v) take control Obligations, the termination or expiration of all Letters of Credit, the termination of all Rate Protection Agreements and the termination of all Commitments, after which such remaining cash proceeds shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus. For purposes of this Security Agreement, the "credit exposure" at any time of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer Secured Party with respect to all or any a Hedging Obligation to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the Collateralcounterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Hedging Obligation.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Pledged Collateral) and also may, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the such 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. The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may: (i) transfer all or any part of the Pledged Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Pledged Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Pledged Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder,; (iii) enforce collection of any of the Pledged Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (iv) endorse any checks, drafts, or other writings in the any Pledgor's ’s name to allow collection of the Pledged Collateral,; (v) take control of any proceeds of the Pledged Collateral, ; and (vi) execute (in the name, place and stead of the any Pledgor) endorsements, assignments, stock powers assignments and other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral. (c) If, at any time when the Collateral Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder, such Pledged Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act of 1933, as amended (as so amended, the “Act”), the Collateral Agent may, in its discretion (subject only to applicable requirements of law), sell such Pledged Collateral or part thereof by private sale in such manner and under such circumstances as the Collateral Agent may deem desirable, but subject to the other requirements of this Section 6.2(c), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Collateral Agent may, in its sole discretion: (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Pledged Collateral or part thereof. In addition to a private sale as provided above in this Section 6.2(c), if any of the Pledged Collateral shall not be freely distributable to the public without registration under the Act at the time of any proposed sale hereunder, then the Collateral Agent shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Collateral Agent may, in its sole discretion, deem desirable in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (d) Each Pledgor agrees that a breach of any covenants contained in this Article VI with the effect of denying the Collateral Agent the realization of the practical benefits to be provided by this Agreement will cause irreparable injury to the Collateral Agent, on behalf of itself and the Secured Parties, that in such event the Collateral Agent and the Secured Parties would have no adequate remedy at law in respect of such breach and, as a consequence, agrees that in such event each and every covenant contained in this Article VI shall be specifically enforceable against such Pledgor, and such Pledgor hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants except for a defense that the Secured Obligations are not then due and payable.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Pledgee may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Pledgee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Pledgee may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent 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. (b) The Collateral Agent Pledgee may: (i) transfer all or any part of the Collateral into the name of the Collateral Agent Pledgee or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Pledgee of any amount due or to become due thereunder,; (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (iv) endorse any checks, drafts, or other writings in the Pledgor's ’s name to allow collection of the Collateral,; (v) take control of any proceeds Proceeds of the Collateral, and; (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments or other documents of conveyance or transfer with respect to all or any of the Collateral; (vii) accelerate any Pledged Note which may be accelerated in accordance with its terms and take any other action to collect upon any Pledged Note (including, without limitation, making any demand for payment thereon); and (viii) to vote all or any part of the Pledged Interests (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral (including, without limitation, under all operating agreements, partnership agreements or other agreements relating to the Collateral) and otherwise act with respect thereto as if the Pledgee were the outright owner thereof.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Pledged Collateral) and also may, without notice except as specified below, sell the Pledged Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may: (i) transfer all or any part of the Pledged Collateral into the name of the Collateral Administrative Agent or its nomineenominee for the benefit of the Secured Parties, with or without disclosing that such Pledged Collateral is subject to the lien and security interest granted hereunder, (ii) notify the parties obligated on any of the Pledged Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Pledged Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations Obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Pledged Collateral, (v) take control of any proceeds of the Pledged Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral. All rights and remedies provided for in this Pledge Agreement are cumulative, and not exclusive of any other rights or remedies. No failure or delay by the Administrative Agent in exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's ’s name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may: (i) require each Grantor to, and such Grantor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party which is reasonably convenient to both parties; (ii) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, shop, or advertise for sale or lease the Collateral; (iii) 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 Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor such 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. The Collateral Agent Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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; (iv) withdraw all monies, securities and Instruments in the Collateral Account for application to the Obligations; and (v) license or sublicense, whether on an exclusive or nonexclusive basis, any Trademark Collateral, Patent Collateral or Copyright Collateral included in the Intellectual Property Collateral for such term and on such conditions and in such manner as the Secured Party shall in its sole judgment determine. (b) The Collateral Agent may (i) transfer All cash proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into may, in the name discretion of the Secured Party, be held by the Secured Party as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Secured Party pursuant to Section 6.2 hereof) in whole or in part by the Secured Party against, all or any part of the Secured Obligations in such order as the Secured Party shall elect. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of its Collateral Agent are insufficient to pay all amounts to which the Secured Party is entitled from such Grantor. Any surplus of such cash or cash proceeds held by the Secured Party and remaining after payment in full in cash of all the Secured Obligations shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus. (c) To the extent such Grantor has the right to do so, such Grantor authorizes the Secured Party to take possession of the Collateral, or any part of it, and to pay, purchase, contract, or compromise any encumbrance, charge, or Lien which, in the opinion of the Secured Party, appears to be prior or superior to its nomineesecurity interest. (d) The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. (e) To the maximum extent permitted by law, the Grantors waive all claims, damages, and demands against the Secured Party arising out of the repossession, retention, or sale of the Collateral. (f) As to any Collateral constituting certificated securities or uncertificated securities, if, at any time when the Secured Party shall determine to exercise its right to sell the whole or any part of such Collateral hereunder, such Collateral or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under Securities Act of 1933, as amended (as so amended the “Act”), the Secured Party may, in its discretion (subject only to applicable requirements of law), sell such Collateral or part thereof by private sale in such manner and under such circumstances as the Secured Party may deem necessary or advisable, but subject to the other requirements of this Section 6.1(f), and shall not be required to effect such registration or cause the same to be effected. Without limiting the generality of the foregoing, in any such event the Secured Party may, in its sole discretion, (i) in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Collateral or part thereof could be or shall have been filed under the Act; (ii) approach and negotiate with a single possible purchaser to effect such sale; and (iii) restrict such sale to a purchaser who will represent and agree that such purchaser is purchasing for its own account, for investment, and not with a view to the distribution or sale of such Collateral or part thereof. In addition to a private sale as provided above in this Section 6.1(f), if any of such Collateral shall not be freely distributable to the public without disclosing registration under the Act at the time of any proposed sale hereunder, then the Secured Party shall not be required to effect such registration or cause the same to be effected but may, in its sole discretion (subject only to applicable requirements of law), require that any sale hereunder (including a sale at auction) be conducted subject to such restrictions as the Secured Party may, in its sole discretion, deem necessary or appropriate in order that such sale (notwithstanding any failure so to register) may be effected in compliance with the Bankruptcy Code and other laws affecting the enforcement of creditors’ rights and the Act and all applicable state securities laws. (g) Each Grantor agrees that in any sale of any of such Collateral, whether at a foreclosure sale or otherwise, the Secured Party is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law (including compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications and restrict such prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and such Grantor further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Secured Party be liable nor accountable to such Grantor for any discount allowed by the reason of the fact that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on sold in compliance with any of the Collateral to make payment to the Collateral Agent of any amount due such limitation or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateralrestriction.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 AgentLender's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) The Collateral Agent Lender may (i) transfer all or any part of the Collateral into the name of the Collateral Agent Lender or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Lender of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Pledgee may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Pledgee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Pledgee may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the any 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. The Collateral Agent Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent 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. (b) The Collateral Agent Pledgee may: (i) transfer all or any part of the Collateral into the name of the Collateral Agent Pledgee or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Pledgee of any amount due or to become due thereunder,; (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (iv) endorse any checks, drafts, or other writings in the any Pledgor's ’s name to allow collection of the Collateral,; (v) take control of any proceeds Proceeds of the Collateral, and; (vi) execute (in the name, place and stead of the any Pledgor) endorsements, assignments, stock powers and other instruments or other documents of conveyance or transfer with respect to all or any of the Collateral; (vii) accelerate any Pledged Note which may be accelerated in accordance with its terms and take any other action to collect upon any Pledged Note (including, without limitation, making any demand for payment thereon); and (viii) to vote all or any part of the Pledged Interests (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral (including, without limitation, under all operating agreements, partnership agreements or other agreements relating to the Collateral) and otherwise act with respect thereto as if the Pledgee were the outright owner thereof.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (ai) The Collateral Agent may exercise Recognizing that irreparable injury will result to Company in respect the event of the Collateralbreach or threatened breach of any of the foregoing covenants and assurances by Executive contained in this Section 4, and that Company's remedies at law for any such breach or threatened breach will be inadequate, if after written notice of breach delivered or mailed to Executive in accordance with Section 6(B) hereof Executive takes no satisfactory action to remedy such breach and abide by this Agreement, or absent such notice in the event such breach cannot be remedied, then Company, in addition to such other rights and or remedies provided for herein or otherwise which may be available to it, all the rights and remedies of a secured party on default under the U.C.C. it (whether or not the U.C.C. applies to the affected Collateral) and also mayincluding, without notice except as specified belowlimitation, sell recovery of monetary damages from Executive), shall be entitled to an injunction, including a mandatory injunction, to be issued by any court of competent jurisdiction ordering compliance with this Agreement or enjoining and restraining Executive, and each and every person, firm or company acting in concert or participation with Executive, from the Collateral or any part thereof continuation of such breach and, in one or more parcels at public or private saleaddition thereto, at any Executive shall pay to Company all ascertainable damages, including costs and reasonable attorneys' fees, sustained by Company by reason of the Collateral Agent's offices breach or elsewhere, for cash, on credit or for future delivery, threatened breach of said covenants and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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 adjournedassurances. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment In addition to the Collateral Agent remedies described in Section 4(D)(i), in the event of a material breach of this Agreement by Executive Company shall no longer be obligated to pay any amount due or benefits to become due thereunder,Executive under this Agreement. (iii) enforce collection The covenants and obligations of Executive under this Section 4 are each independent covenants and are in addition to and not in lieu of or exclusive of any other obligations and duties of Executive to the Collateral Company, whether express or implied in fact or in law. SECTION 5 AMENDMENT OR TERMINATION OF AGREEMENT Company may terminate this Agreement effective as of any date by suit or otherwisegiving Executive, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change in Control, even if notice of termination of this Agreement was given prior to such Change in Control. No notice of termination of this Agreement shall be given any effect whatsoever, and surrenderExecutive's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgorevent that, while this Agreement remains in effect during the notice period, a Change in Control occurs and/or Executive incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate Executive's name to allow collection obligations under Sections 4(A) and (B) of the Collateral, (v) take control of this Agreement. Company and Executive may amend this Agreement at any proceeds of the Collateral, and (vi) execute (in the name, place time by written instrument signed by Company and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.Executive. SECTION 6

Certain Remedies. If any (a) In the case of an Event of Default shall have occurred and be continuing: (aunder Section 10.03(a) The Collateral Agent may exercise in respect of a failure to observe or perform the Collateral, in addition to other rights and remedies provided for herein covenant under Section 9.12(a) or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private saleSection 9.12(b), at any time thereafter during the continuance of such event, the Administrative Agent shall, upon the written request of the Collateral Agent's offices Required Lenders, by written notice to the Company, take any or elsewhereall of the following actions, for cashat the same or different times; provided that, on credit if an Event of Default specified in Section 10.05 shall occur with respect to the Company, the result that would occur upon the giving of written notice by the Administrative Agent shall occur automatically without the giving of any such notice: (i) declare the Revolving Commitments terminated, whereupon the Revolving Commitment of each Lender, shall forthwith terminate immediately and any fees theretofore accrued shall forthwith become due and payable without any other notice of any kind; (ii) declare the Revolving Loans, Swingline Loans, Protective Advances and Overadvances then outstanding to be due and payable in whole (or for future deliveryin part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and upon such thereupon the principal of the Revolving Loans, Swingline Loans, Protective Advances and Overadvances so declared to be due and payable, together with accrued interest thereon and all fees and other terms as obligations of the Collateral Agent may deem commercially reasonable. The Pledgor agrees thatCompany accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the extent notice permitted by applicable law); (iii) terminate any Letter of sale shall Credit that may be required by lawterminated in accordance with its terms; and/or (iv) direct the Company to Cash Collateralize the LC Obligations (and the Company agrees that upon receipt of such notice, at least ten days' prior notice or upon the occurrence of an Event of Default specified in Section 10.05 with respect to the Pledgor of Company, it will Cash Collateralize the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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 adjournedLC Obligations). (b) The Collateral In the case of an Event of Default under Section 10.03(a) in respect of a failure to observe or perform the covenant under Section 9.12(a) or Section 9.12(b), at any time thereafter during the continuance of such event, the Administrative Agent may shall, upon the written request of the Required Lenders, by written notice to the Company, take either or both of the following actions, at the same or different times; provided that, if an Event of Default specified in Section 10.05 shall occur with respect to the Company, the result that would occur upon the giving of written notice by the Administrative Agent shall occur automatically without the giving of any such notice: (i) transfer all or declare the Delayed Draw Term Loan Commitments terminated, whereupon the Delayed Draw Term Loan Commitment of each Lender, shall forthwith terminate immediately and any part Fees theretofore accrued shall forthwith become due and payable without any other notice of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, any kind and/or (ii) notify declare the parties obligated on Delayed Draw Term Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter, during the continuance of such event, be declared to be due and payable), and thereupon the principal of the Collateral Delayed Draw Term Loans so declared to make payment be due and payable, together with accrued interest thereon and all fees and other obligations of the Company accrued hereunder, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower (to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral extent permitted by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateralapplicable law).

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Lender on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Lender forthwith, assemble all or part of the Collateral as directed by the Lender and make it available to the Lender at a place to be designated by the Lender that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Agent's Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) All cash Proceeds received by the Lender in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Lender against all or any part of the Obligations as set forth in Section 4.4(b) of the Credit Agreement. (c) The Collateral Agent Lender may: (i) transfer all or any part of the Collateral into the name of the Collateral Agent Lender or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Lender of any amount due or to become due thereunder, (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral, (vvi) take control of any proceeds Proceeds of the Collateral, and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 deliverydelivery (without assumption of any credit risk), and upon such other terms as the Collateral Agent may deem commercially reasonablereasonable in accordance with applicable laws. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor Borrower 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the PledgorBorrower's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the PledgorBorrower) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to both parties, and (ii) 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied by the Administrative Agent against, all or any part of the Obligations as follows: (i) first, to the payment of all Obligations owing to the Administrative Agent, in its capacity as the Administrative Agent, including fees and expenses of counsel to the Administrative Agent; (ii) second, to the equal and ratable payment of Obligations, in accordance with each Secured Party's Obligations owing to it under or pursuant to the Credit Agreement or any other Loan Document, applied (A) first to fees and expense reimbursements then due to such Secured Party, (B) second to interest due to such Secured Party, (C) third to pay or prepay principal of the Loans owing to such Secured Party or to reduce the credit exposure of such Secured Party under such Rate Protection Agreement, as the case may be, and (D) fourth to pay the remaining outstanding Obligations and Cash Collateralize all Letter of Credit Outstandings; (iii) third, without duplication of any amounts paid pursuant to clause (b)(ii) above, to the Indemnified Parties to the extent of any amounts owing pursuant to Section 11.4 of the Credit Agreement; and (iv) fourth, paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus. For purposes of this Security Agreement, the "credit exposure" at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement. (c) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgorany Grantor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If an Event of Default shall have occurred, Lessor may terminate this Lease with respect to the Facility from which such Event of Default emanated, if any (provided, that any Event of Default that relates to Lessee’s performance hereunder generally and is not limited to circumstances at any specified Facility(ies), expressly including, without limitation, any Event of Default for failure to pay Minimum Rent, may be deemed by Lessor, in Portions of this exhibit that have been marked by [***] have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. its reasonable discretion, to affect all Facilities). If at any time during the Term, Lessor has terminated this Lease with respect to a number of Facilities equal to seven percent (7%) or more (in the aggregate) of the number of Facilities then subject to this Lease pursuant to the first sentence of this Section 16.2, then if any additional Event(s) of Default shall occur thereafter, Lessor may terminate this Lease with respect to the Facility from which such Event of Default emanated, if any, or, if so elected by Lessor, with respect to all of the Facilities, regardless of the cause of nature of such Event of Default, by giving Lessee notice of such termination and the Term shall terminate and all rights of Lessee under this Lease shall cease with respect to all such Facilities as to which Lessor has elected to so terminate this Lease. Any such notice of termination may, at Lessor’s option, be given and exercised concurrently with any notice of Event of Default given by Lessor to Lessee hereunder. In such event, such termination shall be effective immediately upon the occurrence of the Event of Default subject to Legal Requirements, including, without limitation, any requirement that the occupant needs to be the holder of any applicable health care licenses. In addition to the foregoing, if any Event of Default pursuant to Section 16.1(g) or (h) shall occur, Lessor shall have the immediate right, at its election in its sole discretion, to terminate this Lease with respect to all of the Facilities. In all such events, Lessor shall have all rights at law and in equity available to Lessor as a result of any Event of Default. Lessee shall pay as Additional Charges all costs and expenses incurred by or on behalf of Lessor, including reasonable attorneys’ fees and expenses, as a result of any Event of Default hereunder. If an Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies this Lease has been terminated with respect to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale(including all, at any if so elected by Lessor and permitted in accordance with the terms hereof) of the Collateral Agent's offices or elsewhereFacilities pursuant to this Section 16.2, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees thatLessee shall, to the extent notice of sale shall be required permitted by law, at least ten days' prior notice if required by Lessor so to the Pledgor do, immediately surrender to Lessor possession of the time Leased Property and place any Capital Additions of any public sale or the time after Facilities as to which any private sale is Lessor has so elected to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent terminate this Lease and quit the same and Lessor may adjourn any public or private sale from time to time by announcement at the time enter upon and place fixed therefor, repossess such Leased Property and such sale mayCapital Additions by reasonable force, without further noticesummary proceedings, be made at the time and place to which it was so adjourned. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit ejectment or otherwise, and surrender, release or exchange may remove Lessee and all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place Persons and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the CollateralLessee’s Personal Property from such Leased Property and such Capital Additions.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent Agent, subject to any limits imposed under applicable law, including, without limitation, Medicare Regulations and Medicaid Regulations, may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the a Pledgor's ’s name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Administrative Agent on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) UCC and also may, in each case, to the extent permitted under applicable law: (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both the Administrative Agent and such Grantor; (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem are commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by lawLaw, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against all or any part of the Obligations as set forth in Section 4.4(b) of the Credit Agreement. (c) The Collateral Administrative Agent may, in each case, to the extent permitted under applicable law: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to any Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If On or after any Event of acceleration under the Credit Agreements or Default shall have occurred and be continuingoccurring on the Maturity Date: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, , (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, , (v) take control of any proceeds of the Collateral, and and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Lender on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Lender forthwith, assemble all or part of the Collateral as directed by the Lender and make it available to the Lender at a place to be designated by the Lender that is reasonably convenient to both parties; (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Agent's Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) All cash Proceeds received by the Lender in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Lender against all or any part of the Obligations as set forth in Section 4.4(b) of the Credit Agreement. (c) The Collateral Agent Lender may (i) transfer all or any part of the Collateral into the name of the Collateral Agent Lender or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Lender of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Global Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Global Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Global Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Global Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Global Administrative 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. (b) The Collateral Global Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Global Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Global Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's ’s name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If there occurs any Event of Default shall have occurred Default, and be continuingthis Lease and the Term expires and comes to an end as provided in Article 15 hereof, then: (a1) The Collateral Agent Tenant shall quit and peacefully surrender the Premises to Landlord, and Landlord and its agents may exercise in respect of the Collateralimmediately, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is the date when this Lease and the Term shall expire and come to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at an end, re-enter 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all Premises or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checkswithout notice, draftseither by summary proceedings, or by any other writings in applicable action or proceeding, or by force or otherwise (without being liable to indictment, prosecution or damages therefor), and may repossess the Pledgor's name to allow collection Premises and dispossess Tenant and any other persons from the Premises and remove any and all of their property and effects from the Collateral, (v) take control of any proceeds of the Collateral, Premises; and (vi2) execute (Landlord, at Landlord's option, may relet the whole or any portion or portions of the Premises from time to time, either in the namename of Landlord or otherwise, place to such tenant or tenants, for such term or terms ending before, on or after the Expiration Date, at such rental or rentals and stead upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine; provided, however, that Landlord shall have no obligation to relet the Premises or any part thereof and shall in no event be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of the Pledgor) endorsementsany such reletting, assignmentsfor refusal or failure to collect any rent due upon any such reletting, stock powers and no such refusal or failure shall operate to relieve Tenant of any liability under this Lease or otherwise affect any such liability, and Landlord, at Landlord's option, may make such repairs, replacements, alterations, additions, improvements, decorations and other instruments physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of conveyance any liability under this Lease or transfer with respect to all or otherwise affecting any of the Collateralsuch liability.

Certain Remedies. If any Event of Default shall have occurred and be continuingexists: (a) The Collateral Agent Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. Code (whether or not the U.C.C. Code applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in at one or more parcels at public or private salesales, at any of the Collateral Agent's Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms and in such manner as the Collateral Agent Secured Party may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. (b) The Collateral Agent Secured Party may: (i) transfer all or any part of the Collateral into the name of the Collateral Agent Secured Party or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's ’s name to allow collection of the Collateral, (viii) take control of any proceeds Proceeds of the Collateral, and (viiv) execute (in the name, place place, and stead of the Pledgor) endorsements, assignments, stock powers powers, and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may: (i) require Grantor to, and Grantor hereby agrees that it will, at its expense and upon request of Agent, forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at a place to be designated by Agent which is reasonably convenient to all parties; (ii) 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' prior notice to the Pledgor 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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; and (iii) in its own name or the name of Grantor, at any time, to notify any account debtor or obligor or any party obligated on any of the Collateral (including, but not limited to Each account debtor and obligor making payment to Agent hereunder shall be fully protected in relying on the written statement of Agent that it then holds a security interest which entitles it to receive such payments, and the receipt of Agent for such payment shall be full acquittance therefor to the one making such payment. Issuance by Agent of a receipt to any person, firm, corporation or other entity obligated to pay any amounts to Grantor shall be a full and complete release, discharge and acquittance to such person, firm, corporation or other entity to the extent of any amount so paid to Agent. Agent is hereby authorized and empowered on behalf of the Grantor to endorse the name of Grantor upon any check, draft, instrument, receipt, instruction or other document or items, including, but not limited to, all items evidencing payment upon any indebtedness of any person, firm, corporation or other entity to Grantor coming into Agent's possession, and to receive and apply the proceeds therefrom in accordance with the terms hereof. Agent is hereby granted an irrevocable power of attorney, which is coupled with an interest, to execute all checks, drafts, receipts, instruments, instructions or other documents, agreements or items on behalf of Grantor, after the occurrence of an Event of Default, as shall be deemed by Agent to be necessary or advisable, in the sole discretion of Agent, to protect their security interests in the Collateral or the repayment of the indebtedness secured hereby, and Agent shall not incur any liability in connection with or arising from its exercise of such power of attorney, except in the event of Agent's willful misconduct or gross negligence. (b) The Collateral In addition to and without limiting the rights of Agent may (i) transfer under Section 6.2. below, all cash proceeds received by Agent in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into may, in the name discretion of Agent, be held by Agent as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to Agent pursuant to Section 6.2) in whole or in part by Agent for the benefit of the Collateral Agent or its nomineeLender Parties against, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than of the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings Secured Indebtedness in such order as provided in the Pledgor's name Credit Agreement or as Agent shall elect. Any surplus of such cash or cash proceeds held by Agent and remaining after payment in full of all the Secured Indebtedness shall be paid over to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance Grantor or transfer with respect to all or any of the Collateralwhomsoever may be lawfully entitled to receive such surplus.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and in each case upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may, subject to the provisions of this Agreement, (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party on default under the U.C.C. UCC or PPSA, as applicable (whether or not the U.C.C. UCC or the PPSA applies to the affected Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Secured Party forthwith, assemble all or part of the Collateral as directed by the Secured Party and make it available to the Secured Party at a place to be designated by the Secured Party that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor such 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. The Collateral Agent Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. (b) All cash Proceeds received by the Secured Party in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Secured Party against, all or any part of the Obligations as set forth in Section 4.4 of the Credit Agreement. (c) The Collateral Agent Secured Party may: (i) transfer all or any part of the Collateral into the name of the Collateral Agent Secured Party or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Secured Party of any amount due or to become due thereunder, (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral, (vvi) take control of any proceeds Proceeds of the Collateral, and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, drafts or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The continuing the Collateral Agent may exercise in respect from time to time any rights and remedies available to it under applicable law. Without limiting the foregoing, upon the occurrence and continuance of an Event of Default, the Collateral Agent may, to the fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any kind, (x) sell any or all of the Collateral, in addition to other free of all rights and remedies provided for herein or otherwise available to it, all the rights claims of each Grantor therein and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels thereto at public or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed thereforor broker's board, and such sale may, without further notice, be made at the time (y) bid for and place to which it was so adjourned. (b) The Collateral Agent may (i) transfer purchase any or all or any part of the Collateral into the name at any such public or private sale or broker's board. Any notification of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection intended disposition of any of the Collateral required by suit law shall be deemed reasonably and properly given if given at least ten days (or otherwisesuch longer period required by law) before such disposition. Each Grantor agrees that in any sale of the Collateral after an Event of Default (where such Collateral may be deemed to constitute a security), the Collateral Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law or in order to obtain any required approval of the purchaser by any Regulatory Authority, and surrender, release each Grantor further agrees that such compliance shall not result in such sale being considered or exchange all or any part thereof, or compromise or extend or renew for any period (whether or deemed not longer than the original period) any obligations to have been made in a commercially reasonable manner. Any proceeds of any nature disposition of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the CollateralCollateral shall be applied, by the Collateral Agent, first, in accordance with Section 3.02(b)(iii) of the Credit Agreement, and second, without duplication, after payment in full in cash or cash equivalents of all Secured Obligations under the Credit Agreement and each other Loan Document, to the FII Intercreditor Collateral Agent for payment to the holders of all other Secured Obligations, pro rata.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) subject to applicable law or agreements with landlords, enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor applicable Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition. (c) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Obligations as set forth in Section 7.6 of the Credit Agreement. The Collateral Administrative Agent mayshall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Administrative Agent with a written demand to apply or pay over such noncash proceeds on such basis. (d) The Administrative Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, , (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (ivv) endorse any checks, drafts, or other writings in the Pledgor's applicable Grantor’s name to allow collection of the Collateral, , (vvi) take control of any proceeds Proceeds of the Collateral, and or (vivii) execute (in the name, place and stead of the Pledgorapplicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may (i) require each Grantor to, and such Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to both parties, and (ii) 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 Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (iii) withdraw all monies, securities and Instruments in the Collateral Account for application to the Obligations, and (iv) license or sublicense, whether on an exclusive or nonexclusive basis, any Trademark Collateral, Patent Collateral or Copyright Collateral included in the Intellectual Property Collateral for such term and on such conditions and in such manner as the Administrative Agent shall in its sole judgment determine (taking into account such provisions as may be necessary to protect and preserve the validity or enforceability of such Trademark Collateral, Patent Collateral or Copyright Collateral). (b) The Collateral All cash proceeds received by the Administrative Agent may (i) transfer in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into may, in the name discretion of the Collateral Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or its nominee, with or without disclosing that such Collateral is subject at any time thereafter applied (after payment of any amounts payable to the lien and security interest hereunder, (iiAdministrative Agent pursuant to Section 6.2) notify in whole or in part by the parties obligated on any Administrative Agent for the ratable benefit of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwiseSecured Parties against, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control Secured Obligations in such order as the Administrative Agent shall elect. Any surplus of any such cash or cash proceeds held by the Administrative Agent and remaining after payment in full in cash of all the Collateral, and (vi) execute (in Secured Obligations shall be paid over to the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance applicable Grantor or transfer with respect to all or any of the Collateralwhomsoever may be lawfully entitled to receive such surplus.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may: (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties; (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; (iv) deliver any notice of exclusive control under any Control Agreement; and (v) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by lawLaw, at least ten days' ’ prior written notice (unless an Event of Default pursuant to Section 8.01(f) of the Pledgor Credit Agreement shall have occurred, in which case, no such notice shall be required) to such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Obligations as set forth in Section 8.03 of the Credit Agreement. (c) The Collateral Administrative Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to any Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. (d) Without limiting the foregoing, in respect of the Intellectual Property Collateral: (i) upon the request of the Administrative Agent, each Grantor shall execute and deliver to the Administrative Agent an assignment or assignments of the Intellectual Property Collateral, subject (in the case of any licenses thereunder) to any valid and enforceable requirements to obtain consents from any third parties, and such other documents as are necessary or appropriate to carry out the intent and purposes hereof; (ii) each Grantor agrees that the Administrative Agent may file applications and maintain registrations for the protection of the Intellectual Property Collateral and/or bring suit in the name of such Grantor, the Administrative Agent or any Secured Party to enforce the Intellectual Property Collateral and any licenses thereunder and, upon the request of the Administrative Agent, each Grantor shall use all commercially reasonable efforts to assist with such filing or enforcement (including the execution of relevant documents); and (iii) in the event that the Administrative Agent elects not to make any filing or bring any suit as set forth in clause (ii), each Grantor shall, upon the request of Administrative Agent, use all commercially reasonable efforts, whether through making appropriate filings or bringing suit or otherwise, to protect, enforce and prevent the infringement, misappropriation, dilution, unauthorized use or other violation of the Intellectual Property Collateral. Notwithstanding the foregoing provisions of this Section 6.1, for the purposes of this Section 6.1, “Collateral” and “Intellectual Property Collateral” shall include any “intent to use” trademark application only to the extent (x) that the business of such Grantor, or portion thereof, to which that ▇▇▇▇ pertains is also included in the Collateral and (y) that such business is ongoing and existing.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent the Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also maymay exercise any and all rights and remedies of the Grantor under or in connection with the Management Agreement or otherwise in respect of the Collateral, including, without notice except as specified belowlimitation, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any and all rights of the Collateral Agent's offices Grantor to demand or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place otherwise require payment of any public sale amount under, or performance of any provision of, the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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.Management Agreement; (b) The all payments received by the Grantor under or in connection with the Management Agreement or otherwise in respect of the Collateral Agent mayshall be received in trust for the benefit of the Lender, shall be segregated from other funds of the Grantor and shall be forthwith paid over to the Lender in the same form as so received (with any necessary endorsement); and (ic) transfer all payments made under or in connection with the Management Agreement or otherwise in respect of the Collateral and received by the Lender may, in the discretion of the Lender, be held by the Lender as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the Lender pursuant to Section 6.2) in whole or in part by the Lender against, all or any part of (a) first the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject Secured Obligations relating to the lien and security interest hereunder, Tranche B Loans until paid in full, (iib) notify second, the parties obligated on any of the Collateral to make payment Secured Obligations relating to the Collateral Agent of any amount due or Tranche A Loans, (c) third, the Secured Obligations relating to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, Other Credit Agreement and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checksfourth, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all other Secured Obligations. Any surplus of such payments held by the Lender and remaining after payment in full of all the Secured Obligations shall be paid over to the Grantor or any of the Collateralto whomsoever may be lawfully entitled to receive such surplus.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor Borrower 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the PledgorBorrower's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the PledgorBorrower) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the such Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the such Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Specified Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Collateral Agent forthwith, assemble all or part of 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; (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) All cash Proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Collateral Agent against, all or any part of the Secured Obligations as set forth in Section 8.03 of the Credit Agreement. (c) The Collateral Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. (d) Without limiting the foregoing, in respect of the Intellectual Property Collateral: (i) upon the request of the Collateral Agent, each Grantor shall execute and deliver to the Collateral Agent an assignment or assignments of its Intellectual Property Collateral, subject (in the case of any Trademark Licenses, Copyright Licenses, Patent Licenses, and Trade Secret Licenses) to any valid and enforceable requirements to obtain consents from any third parties, and such other documents as are necessary or appropriate to carry out the intent and purposes hereof; (ii) each Grantor agrees that the Collateral Agent may file applications and maintain registrations for the protection of such Grantor’s Owned Intellectual Property Collateral and/or bring suit in the name of such Grantor, the Collateral Agent or any Secured Party to enforce such Grantor’s rights in the Intellectual Property Collateral and any licenses thereunder and, upon the request of the Collateral Agent, each Grantor shall use commercially reasonable efforts to assist with such filing or enforcement (including the execution of relevant documents); and (iii) in the event that the Collateral Agent elects not to make any filing or bring any suit as set forth in clause (ii), each Grantor shall, upon the request of the Collateral Agent, use all commercially reasonable efforts, whether through making appropriate filings or bringing suit or otherwise, to protect, enforce and prevent the infringement, misappropriation, dilution, unauthorized use or other violation of its Intellectual Property Collateral. Notwithstanding the foregoing provisions of this Section 7.1, for the purposes of this Section 7.1, “Collateral” and “Intellectual Property Collateral” shall include any “intent to use” trademark application only to the extent (i) that the business of such Grantor, or portion thereof, to which that ▇▇▇▇ pertains is also included in the Collateral and (ii) that such business is ongoing and existing and (iii) that the grant or exercise of the rights in Section 7.1 does not impair the validity of such trademark application or cause its abandonment or cancellation.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to itthem, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may: (i) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of Secured Party forthwith, assemble all or part of the Collateral as directed by Secured Party and make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to all parties; and (ii) 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 Secured Party’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, that at least ten business days' ’ prior notice to the Pledgor 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. The Collateral Agent Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. (b) The Collateral Agent may (i) transfer All cash proceeds received by Secured Party in respect of any sale of, collection from or other realization upon all or any part of the Collateral into may, in the name discretion of the Collateral Agent Secured Party, be held by Secured Party as collateral for, and/or then or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, at any time thereafter applied (ii) notify the parties obligated on any of the Collateral to make after payment to the Collateral Agent of any amount due amounts payable to Secured Party pursuant to Section 6.2) in whole or to become due thereunder, (iii) enforce collection of any of the Collateral in part by suit or otherwiseSecured Party against, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than of the original period) any obligations of any nature the Grantor under the Related Security Documents as follows: (i) first, to the reasonable out-of-pocket costs and expenses of any party Secured Party in connection with respect thereto, (iv) endorse any checksthe retaking, draftsholding, preparing for sale, selling or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds disposition of the Collateral, and including, without limitation, all court costs and the reasonable fees and expenses of its agents and legal counsel; (viii) execute (second, to the payment in full of the obligations of the Grantor under the Related Security Documents or in the nameevent that such proceeds are insufficient to pay in full the obligations, place equally and stead ratably in accordance with Secured Party ‘s amounts owing to it under or pursuant to the Related Security Documents; and (iii) third, to the Grantor, or its successors and assigns, or whomever may be lawfully entitled to receive the same, of any surplus then remaining. If Secured Party has funds available to apply to a portion of, but not all of, one of the Pledgoramounts described in clauses (i) endorsementsthrough (iii) above, assignments, stock powers and other instruments of conveyance or transfer with respect then Secured Party shall apply such funds to all or the applicable parties in proportion to the amounts to which such parties would have been entitled if the entire amount described in any of the Collateralsuch clause had been available.

Certain Remedies. If any Event of Default shall have occurred and be is continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. PPSA (whether or not the U.C.C. PPSA applies to the affected Collateral) and also may, 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 ’s or the Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent or the Lender may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notificationnotification subject to any prohibitions pursuant to applicable law (including the PPSA). The Collateral Agent and the Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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 noticenotice subject to any prohibitions pursuant to applicable law (including the PPSA), be made at the time and place to which it was so adjourned. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its the Lender or their nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's ’s name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuingexists (other than an Uncurable Event of Default (as defined in the Heller Leasehold Mortgage)) ▇▇ if the Pledgor has failed to comply with the Collateral Requirement in accordance with Section 2.7 or if the Pledgor fails to pay the Custodian its fees in accordance with Section 6.4 within sixty (60) days of the date same is due or if a successor provider of the Certificate B is not obtained in accordance with Section 9.13 within ten (10) Business Days of the receipt by the Pledgee of the Rating Notice: (a) The Collateral Agent Pledgee may exercise in respect of the Certificate Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Certificate Collateral) and also may, without notice except as specified below, sell or redeem, as applicable, the Certificate Collateral or any part thereof in one or more parcels at public or private sale, at any (to the extent the Certificate Collateral can be used to satisfy the obligations of the Collateral Agent's offices or elsewherePledgor pursuant to Section 2.2 of this Pledge Agreement), for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Pledgee may deem commercially reasonable. The Pledgor agrees thatFurther, to the extent notice of sale shall be required by law, at least ten days' prior notice to Pledgee may distribute the Pledgor of Certificate Collateral in any manner it deems appropriate upon seizing the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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 adjournedCertificate Collateral. (b) The Pledgee may (to the extent the Collateral Agent mayis necessary to satisfy the Pledgor's Obligations pursuant to Section 2.2 hereof): (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Pledgee of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. (c) The Pledgee may exercise in respect of the Account Funds, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in the State of Illinois (whether or not same applies to the Account Funds).

Certain Remedies. If (a) Upon the occurrence and solely during the continuation of any Event of Default shall have occurred and be continuing: (a) The Collateral Default, the Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Administrative Agent on default under the U.C.C. UCC and, subject to and in furtherance of the foregoing, in accordance with applicable Law the Administrative Agent also may: (whether i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or not part of the U.C.C. applies Collateral as directed by the Administrative Agent and make it available to the affected CollateralAdministrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both the Administrative Agent and such Grantor; (iii) enter onto the property where any Collateral is located and also may, take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by lawLaw, at least ten 10 days' ’ prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Upon the occurrence and solely during the continuation of any Event of Default, all cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against all or any part of the Obligations as set forth in Section 4.4(b) of the Credit Agreement. (c) Upon the occurrence and solely during the continuation of any Event of Default, the Administrative Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to any Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any (a) Whenever an Event of Default shall have occurred under the Credit Agreement and be continuing: (a) The , without limiting the rights of the Collateral Agent may under or pursuant to this Pledge Agreement, the Credit Agreement, any other Credit Document or any other security provided by any Pledgor to the Collateral Agent pursuant to or in connection with the Credit Agreement or otherwise provided by applicable law, the Collateral Agent shall be entitled and shall have the authority by itself or through its agents (including, without limitation, any receiver or receiver and manager) to exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to itit under applicable law or any other agreement (including the right to give entitlement orders, instructions or a notice of exclusive control to a Securities Intermediary subject to an Account Control Agreement or an issuer subject to an Issuer Control Agreement), all the rights and remedies of a secured party on upon default under the U.C.C. PPSA (whether or not the U.C.C. PPSA applies to the affected Collateral) and also may, without upon notice except as specified belowto the relevant Pledgor, sell the Collateral or any part thereof in one or more parcels at public or private salesale or sales, at any of the Collateral Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior written notice to the such 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. To the extent permitted by law, each Pledgor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. (b) The Collateral Agent may (i) transfer all shall apply the Proceeds of any collection or any part sale of the Collateral into as well as any Collateral consisting of cash, at any time after receipt in the name order set forth in Section 11.13 of the Credit Agreement. (c) Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject of the officer making the sale shall be a sufficient discharge to the lien and security interest hereunder, (ii) notify the parties obligated on any purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to make payment see to the application of any part of the purchase money paid over to the Collateral Agent of or such officer or be answerable in any amount due or to become due thereunder,way for the misapplication thereof. (iiid) enforce collection of All payments received by any Pledgor in respect of the Collateral by suit or otherwiseafter the occurrence and during the continuance of an Event of Default, and surrender, release or exchange all or any part thereof, or compromise or extend or renew shall be received in trust for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection benefit of the Collateral, Collateral Agent and shall be segregated from other property or funds of such Pledgor and shall be forthwith delivered to the Collateral Agent as Collateral in substantially the same form as so received (v) take control of with any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateralnecessary endorsement).

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the a 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent Agent, subject to any limits imposed under applicable law, including, without limitation, Medicare Regulations and Medicaid Regulations, may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the a Pledgor's ’s name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the a Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be is continuing: (a) 6.1.1. The Collateral Agent Secured Party may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, without with 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 cash upon such other terms as the Collateral Agent Secured Party may deem commercially reasonable. 6.1.2. The Secured Party may, to the extent permitted by Section 9-504 of the U.C.C., be the purchaser of any of the Collateral so sold and the obligations of the Pledgor to the Secured Party may be applied as a credit against the purchase price. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. 6.1.3. The Collateral Agent Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Secured Party 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. 6.1.4. Upon any such sale, the Secured Party shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. Each purchaser (bincluding the Secured Party) The at any such sale shall hold the Collateral Agent may (i) transfer all so sold absolutely free from any claim or right of whatsoever kind, including any part equity or right of redemption of the Collateral into Pledgor, and the name of the Collateral Agent or its nomineePledgor hereby specifically waives, with or without disclosing that such Collateral is subject to the lien and security interest hereunder,extent it may lawfully do so, all rights of redemption, stay or appraisal which it has or may have under any rule of law or statute now existing or hereafter adopted. (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) 6.1.5. The Secured Party may enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If Subject to the terms and conditions of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, and subject to any notice requirements otherwise required herein or under any other Loan Document: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Collateral Agent forthwith, assemble all or part of 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, (iii) subject to applicable Legal Requirement or agreements with landlords, bailees or warehousemen enter onto the Property where any Collateral is located and take possession thereof without demand and without legal process, and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by lawLegal Requirement, at least ten (10) days' ’ prior notice to the Pledgor applicable Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a Pledge and Security Agreement recognized market (including but not limited to, Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) Each Grantor that is or may become a fee estate owner of Property where any Collateral is located agrees and acknowledges that (i) Collateral Agent may remove the Collateral or any part thereof from such Property in accordance with statutory law appertaining thereto without objection, delay, hindrance or interference by such Grantor and in such case such Grantor will make no claim or demand whatsoever against the Collateral, (ii) it will (x) cooperate with Collateral Agent in its efforts to assemble and/or remove all of the Collateral located on the such property; (y) permit Collateral Agent and its agents to enter upon such Property and occupy the Property at any or all times to conduct an auction or sale, and/or to inspect, audit, examine, safeguard, assemble, appraise, display, remove, maintain, prepare for sale or lease, repair, lease, transfer, auction and/or sell the Collateral; and (z) not hinder Collateral Agent’s actions in enforcing its security interest in the Collateral. Money damages may not be a sufficient remedy for a breach of this Section 6.1(b). In addition to all other remedies available hereunder, under any other Loan Document, at law or in equity, the Collateral Agent shall be entitled to seek, at such Grantor’s expense, equitable relief, including injunction and specific performance, without proof of actual damages. (c) Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property Collateral may be by lease or license of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of Property subject to the disposition. (d) All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Collateral Agent against, all or any part of the Obligations as set forth in Section 7.06 of the Credit Agreement. The Collateral Agent mayshall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Collateral Agent with a written demand to apply or pay over such noncash proceeds on such basis. Pledge and Security Agreement (e) The Collateral Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, , (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (ivv) endorse any checks, drafts, or other writings in the Pledgor's applicable Grantor’s name to allow collection of the Collateral, , (vvi) take control of any proceeds Proceeds of the Collateral, and or (vivii) execute (in the name, place and stead of the Pledgorapplicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. (f) No such exercise of remedies by the Collateral Agent or cure by the Collateral Agent of any Event of Default on any Grantor’s behalf shall operate as a waiver of any Secured Party’s rights with respect to such Event of Default or any other Event of Default.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (ai) Lender shall have the right, without any further action or consent of Pledgors to immediately direct the Mortgagor to identify the Lender or its designee on its books and records as the record, legal and beneficial owner of the Pledged Interest in full substitution of Pledgors. The Lender or its designee shall thereafter have the sole right to exercise all rights, privileges, options and powers relating to the Pledged Interests. (ii) The Collateral Agent may Lender shall have the right, without the necessity of becoming the record and legal owner of the Pledged Interest as provided in Section 7(a)(i), to exercise in its sole discretion the voting power and all other rights of ownership with respect to any Pledged Interests. All proceeds of the Collateral, Collateral shall immediately be paid to Lender and shall be applied by Lender in addition to other rights and remedies provided for herein or otherwise available to it, accordance with the terms hereof. (iii) The Lender shall have all of the rights and remedies of a secured party on default under the U.C.C. (whether or not UCC. In the U.C.C. applies to the affected Collateral) exercise of such rights and also remedies Lender may, without notice except as specified below, sell the Collateral or any part thereof in at one or more parcels at public or private sale, sales held at any of the Collateral Agent's Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor agrees Pledgors agree that any private sale may result in prices and other terms less favorable then if such sale were a public sale. Pledgors agree that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor Pledgors 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. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If Subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Lender may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Lender forthwith, assemble all or part of the Collateral as directed by the Lender and make it available to the Lender at a place to be designated by the Lender that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor such Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also maymay (i) require a Grantor to, and such Grantor hereby agrees that it will, at its expense and upon request of the Agent forthwith, assemble all or part of the Collateral as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to both parties and (ii) 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 ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor such 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral All cash proceeds received by the Agent may (i) transfer in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into may, in the name discretion of the Collateral Agent, be held by the Agent as collateral for, and/or then or its nominee, with or without disclosing that such Collateral is subject at any time thereafter applied (after payment of any amounts payable to the lien and security interest hereunder, (iiAgent pursuant to Section 6.2) notify in whole or in part by the parties obligated on any Agent for the ratable benefit of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwiseLender Parties against, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control Secured Obligations in such order as the Agent shall elect. Any surplus of any such cash or cash proceeds held by the Agent and remaining after payment in full of all the Collateral, and (vi) execute (in Secured Obligations shall be paid over to the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance relevant Grantor or transfer with respect to all or any of the Collateralwhomsoever may be lawfully entitled to receive such surplus.

Certain Remedies. If Upon, and at any time after, the occurrence or existence of any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the CollateralDefault, in addition to other rights and remedies provided for herein in this Agreement and the Purchase Agreement or otherwise available to itAdministrative Agent by agreement, at law, in equity or otherwise, Administrative Agent may (a) take possession of the Collateral, (b) render equipment unusable, (c) require Debtor to, and Debtor will at its own cost and expense and immediately upon request of Administrative Agent, assemble all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral or any part thereof of the Collateral as directed by Administrative Agent and make such Collateral available to Administrative Agent at a place designated by Administrative Agent which is reasonably convenient to both Debtor and Administrative Agent, (d) sell, lease, license or otherwise dispose of any or all of the Collateral in its present condition or following any commercially reasonable preparation or processing, by public or private proceedings, by one or more parcels at public contracts, as a unit or private salein parcels, at any of the Collateral Agent's offices or elsewheretime and place, for cash, on credit or for future delivery, and upon such on any other terms as commercially reasonable terms, and (e) exercise in respect of the Collateral Agent may deem commercially reasonableall other rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the state of Washington, whether or not such Uniform Commercial Code applies to the affected Collateral. The Pledgor Debtor agrees that, to the extent notice notification of sale shall be disposition of any of the Collateral is at any time required by law, at least ten days' prior notice a notification of disposition is sent within a reasonable time before the disposition if the notification is sent to Debtor after the Pledgor of the time and place occurrence or existence of any public sale Event of Default and ten days or more before the earliest time after which any private sale is to be made shall constitute reasonable of disposition set forth in the notification. The Collateral Administrative Agent shall will not be obligated to make any sale sale, lease, license or other disposition of any or all of the Collateral regardless of notice notification of sale disposition having been given. The Collateral Administrative Agent may adjourn any public or private sale sale, lease or other disposition from time to time by announcement at the time and place fixed thereforfor such sale, lease or other disposition, and such sale maysale, lease or other disposition, without further notice, may be made at the time and place to which it was so adjourned. (b) The Collateral . Administrative Agent may (i) transfer all has no obligation to prepare or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on process any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwisefor sale, and surrenderlease, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, license or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateraldisposition.

Certain Remedies. If any Upon the occurrence and during the continuance of an Event of Default Default, Landlord shall have occurred and be continuingthe right, at its sole option, concurrently, successively, or in any combination, to: (a) The Collateral Agent may exercise in respect upon Notice to Tenant, terminate this Lease (an “EOD Termination”) effective as of the Collateral, termination date set forth in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. such Notice (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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.an “EOD Termination Date”); (b) The Collateral Agent mayupon Notice to Tenant, in connection with any EOD Termination pursuant to the foregoing clause (a), accelerate the Rent and recover from Tenant the Acceleration Amount in accordance with Section 13.3(c)(ii); (ic) transfer whether or not Landlord has terminated this Lease, terminate Tenant’s right of possession of all or any part portion of the Collateral into the name Demised Premises, upon which Tenant shall, as promptly as practicable (and in all events within six (6) months after Landlord’s notice of the Collateral Agent such termination of possession), surrender to Landlord possession thereof (with Tenant’s Property removed), and Landlord may enter upon and repossess such Demised Premises by summary proceedings, ejectment or its nominee, otherwise and/or remove Tenant and all other Persons and any Tenant’s Property or Alterations (other than any Permissible Alterations) from such Demised Premises; (d) immediately set off any money of Tenant or any Lease Guarantor held by Landlord under this Lease or any other Lease Document against any amounts owing by Tenant or any Lease Guarantor; and/or (e) exercise any other right or remedy available to Landlord at law or in equity in connection with or without disclosing that such Collateral is subject Event of Default (except to the lien extent that any such right or remedy is inconsistent with clauses (a) through (d) above). Tenant shall pay as Additional Rent all Costs and security interest hereunder, (ii) notify the parties obligated Expenses incurred by or on any behalf of the Collateral to make payment to the Collateral Agent Landlord, including reasonable attorneys’ fees and expenses, and court costs, as a result of any amount due or to become due thereunder, (iii) enforce collection Event of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the CollateralDefault.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) subject to applicable law or agreements with landlords, bailees, or warehousemen, enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor applicable Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) Each Grantor that is or may become a fee estate owner of property where any Collateral is located (regardless of ownership thereof by any other Grantor) agrees and acknowledges that (i) Administrative Agent may remove the Collateral or any part thereof from such property in accordance with statutory law appertaining thereto without objection, delay, hindrance or interference by such Grantor and in such case such Grantor will make no claim or demand whatsoever against the Collateral, (ii) it will (x) cooperate with Administrative Agent in its efforts to assemble and/or remove all of the Collateral located on such property; (y) permit Administrative Agent and its agents to enter upon such property and occupy the property at any or all times to conduct an auction or sale, and/or to inspect, audit, examine, safeguard, assemble, appraise, display, remove, maintain, prepare for sale or lease, repair, lease, transfer, auction and/or sell the Collateral; and (z) not hinder Administrative Agent’s actions in enforcing its security interest in the Collateral. Money damages may not be a sufficient remedy for a breach of this Section 6.1(b). In addition to all other remedies available hereunder, under any other Credit Document, at law or in equity, the Administrative Agent shall be entitled to seek, at such Grantor’s expense, equitable relief, including injunction and specific performance, without proof of actual damages. (c) Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property Collateral may be by lease or license of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition. (d) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Secured Obligations as set forth in Section 7.6 of the Credit Agreement. The Collateral Administrative Agent mayshall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Administrative Agent with a written demand to apply or pay over such noncash proceeds on such basis. (e) The Administrative Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, , (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (ivv) endorse any checks, drafts, or other writings in the Pledgor's applicable Grantor’s name to allow collection of the Collateral, , (vvi) take control of any proceeds Proceeds of the Collateral, and or (vivii) execute (in the name, place and stead of the Pledgorapplicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may: (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Pledgor to, and each Pledgor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties; (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; (iv) without notice except as specified below, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by lawLaw, at least ten days' ’ prior notice to the such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Obligations as set forth in Section 8.03 of the Credit Agreement. (c) The Collateral Administrative Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder,; (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (iv) endorse any checks, drafts, or other writings in the any Pledgor's ’s name to allow collection of the Collateral,; (v) take control of any proceeds Proceeds of the Collateral, ; and (vi) execute (in the name, place and stead of the any Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Administrative Agent on default under the U.C.C. UCC (whether or not the U.C.C. applies to UCC is in effect in the affected Collateraljurisdiction where the rights and remedies are asserted) and also may: (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as reasonably directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both the Administrative Agent and such Grantor; (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by lawLaw, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against all or any part of the Obligations as set forth in Section 9.4 of the Credit Agreement. (c) The Collateral Administrative Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to any Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party the Administrative Agent on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may: (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require each Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both the Administrative Agent and such Grantor; (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at any public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by lawLaw, at least ten (10) days' ’ prior notice to the Pledgor such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against all or any part of the Obligations as set forth in Section 4.4(b) of the Credit Agreement. (c) The Collateral Administrative Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder,; (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to any Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (ivv) endorse any checks, drafts, or other writings in the Pledgor's any Grantor’s name to allow collection of the Collateral,; (vvi) take control of any proceeds Proceeds of the Collateral, ; and (vivii) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have has occurred ---------------- and be is continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. Uniform Commercial Code as in effect in any relevant jurisdiction (the "CODE") (whether or not the U.C.C. Code applies to the affected Collateral), and also may (i) require Grantor to, and Grantor hereby agrees that it will at its expense and upon request of Administrative Agent forthwith, assemble all or part of the Collateral as directed by Administrative Agent and make it available to Administrative Agent at a place to be designated by Administrative 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 the Collateral or otherwise prepare the Collateral for disposition in any manner to the extent Administrative Agent deems appropriate, (iv) take possession of Grantor's premises or place custodians in exclusive control thereof, remain on such premises and use the same for the purpose of taking any actions described in the preceding clause (iii) and also maycollecting any Secured Obligation, (v) exercise any and all rights and remedies of Grantor under or in connection with the contracts related to the Collateral or otherwise in respect of the Collateral, including without limitation any and all rights of Grantor to demand or otherwise require payment of any amount under, or performance of any provision of, such contracts, and (vi) 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Administrative Agent or any Lender or any Interest Rate Exchanger may be the purchaser of any or all of the Collateral at any such sale and Administrative Agent, as administrative agent for and representative of Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by Administrative Agent at such sale. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of Grantor, and Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. Grantor hereby waives any claims against Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Collateral are insufficient to pay all the Secured Obligations, Grantor shall be liable for the deficiency and the fees of any attorneys employed by Administrative Agent to collect such deficiency. (b) The Collateral Upon the written demand of Administrative Agent, Grantor shall execute and deliver to Administrative Agent mayan assignment or assignments of the Copyrights, Registrations and Copyright Rights and such other documents as are necessary or appropriate to carry out the intent and purposes of this Agreement; provided that the failure of Grantor to comply with such demand will not impair -------- or affect the validity of the conditional assignment effected by Section 1. Grantor agrees that such an assignment (including, without limitation, the conditional assignment effected by Section 1) and/or recording shall be applied to reduce the Secured Obligations outstanding only to the extent that Administrative Agent (or any Lender or Interest Rate Exchanger) receives cash proceeds in respect of the sale of, or other realization upon, the Collateral. (ic) transfer Within five Business Days of written notice from Administrative Agent, Grantor shall make available to Administrative Agent, to the extent within Grantor's power and authority, such personnel in Grantor's employ on the date of the Event of Default as Administrative Agent may reasonably designate, by name, title or job responsibility, to permit Grantor to continue, directly or indirectly, to produce, advertise and sell the products and services sold or delivered by Grantor under or in connection with the Copyrights, Registrations and Copyrights, such persons to be available to perform their prior functions on Administrative Agent's behalf and to be compensated by Administrative Agent at Grantor's expense on a per diem, pro-rata basis consistent with the salary and benefit structure applicable to each as of the date of such Event of Default. All cash proceeds received by Administrative Agent (or any Lender or Interest Rate Exchanger) in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral into Collateral, in the name discretion of Administrative Agent (at the Collateral request of Requisite Lenders or Requisite Obligees, shall be held by Administrative Agent as collateral for, and/or then or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, at any time thereafter applied (ii) notify the parties obligated on any of the Collateral to make after payment to the Collateral Agent of any amount due amounts payable to Administrative Agent pursuant to Sections 16 and 17 hereof) in whole or to become due thereunder, (iii) enforce collection in part by Administrative Agent at the request of any of the Collateral by suit Requisite Lenders or otherwise, and surrender, release or exchange Requisite Obligees against all or any part thereof, or compromise or extend or renew for any period (whether or not longer than of the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings Secured Obligations in the Pledgor's name to allow collection order required after an Event of Default as set forth in subsection 2.4D of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the CollateralCredit Agreement.

Certain Remedies. If any Event of Default shall have occurred and be continuing, notwithstanding any other provision herein or in any other instrument, agreement or other document to the contrary, the Pledgee may proceed against the Collateral as provided herein, subject to the foregoing: (a) The Collateral Agent Subject to compliance with any applicable securities laws, the Pledgee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 AgentPledgee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Pledgee may deem commercially reasonable. The Pledgor agrees thatPledgee may, to the extent notice permitted by Section 9-504 of sale shall the U.C.C., be required by law, the purchaser of any of the Collateral so sold and the obligations of the Pledgor to the Pledgee may be applied as a credit against the purchase price. The Pledgor agrees that at least ten 10 days' prior notice to the Pledgor (or such longer period as may be required by law) 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. The Collateral Agent Pledgee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent 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. Upon any such sale the Pledgee shall have the right to deliver, assign and transfer to the purchaser thereof the Collateral so sold. (b) The Collateral Agent Pledgee may: (i) transfer all or any part of the Collateral into in the name of the Collateral Agent Pledgee or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Pledgee of any amount due or to become due thereunder,; (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Pledgor constituting Collateral,; (v) take control of any proceeds of the Collateral, ; and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (ai) Lender shall have the right, without any further action or consent of Pledgor to immediately direct the Senior Mezz Pledgor to identify the Lender or its designee on its books and records as the record, legal and beneficial owner of the Pledged Interest in full substitution of Pledgor. The Lender or its designee shall thereafter have the sole right to exercise all rights, privileges, options and powers relating to the Pledged Interests. (ii) The Collateral Agent may Lender shall have the right, without the necessity of becoming the record and legal owner of the Pledged Interest as provided in Section 7(a)(i), to exercise in its sole discretion the voting power and all other rights of ownership with respect to any Pledged Interests. All proceeds of the Collateral, Collateral shall immediately be paid to Lender and shall be applied by Lender in addition to other rights and remedies provided for herein or otherwise available to it, accordance with the terms hereof. (iii) The Lender shall have all of the rights and remedies of a secured party on default under the U.C.C. (whether or not UCC. In the U.C.C. applies to the affected Collateral) exercise of such rights and also remedies Lender may, without notice except as specified below, sell the Collateral or any part thereof in at one or more parcels at public or private sale, sales held at any of the Collateral Agent's Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor agrees that any private sale may result in prices and other terms less favorable then if such sale were a public sale. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may: (i) require the Pledgor to, and the Pledgor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to both parties, and (ii) 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied by the Administrative Agent against, all or any part of the Obligations as follows: (i) first, to the payment of all Obligations owing to the Administrative Agent, in its capacity as the Administrative Agent, including fees and expenses of counsel to the Administrative Agent; (ii) second, to the equal and ratable payment of Obligations, in accordance with each Secured Party's Obligations owing to it under or pursuant to the Credit Agreement or any other Loan Document, applied; (A) first to fees and expense reimbursements then due to such Secured Party, (B) second to interest due to such Secured Party, (C) third to pay or prepay principal of the Loans owing to such Secured Party or to reduce the credit exposure of such Secured Party under such Rate Protection Agreement, as the case may be, and (D) fourth to pay the remaining outstanding Obligations and Cash Collateralize all Letter of Credit Outstandings; (iii) third, without duplication of any amounts paid pursuant to clause (b)(ii) above, to the Indemnified Parties to the extent of any amounts owing pursuant to Section 11.4 of the Credit Agreement; and (iv) fourth, paid over to the Pledgor or to whomsoever may be lawfully entitled to receive such surplus. For purposes of this Pledge and Security Agreement, the "credit exposure" at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement. (c) The Collateral Administrative Agent may: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also maymay (i) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of the Agent forthwith, assemble all or part of the Collateral as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to both parties and (ii) 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 ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral All cash proceeds received by the Agent may (i) transfer in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into may, in the name discretion of the Collateral Agent, be held by the Agent as collateral for, and/or then or its nominee, with or without disclosing that such Collateral is subject at any time thereafter applied (after payment of any amounts payable to the lien and security interest hereunder, (iiAgent pursuant to Section 6.2) notify in whole or in part by the parties obligated on any Agent for the ratable benefit of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwiseLender Parties against, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control Secured Obligations in such order as the Agent shall elect. Any surplus of any such cash or cash proceeds held by the Agent and remaining after payment in full of all the Collateral, and (vi) execute (in Secured Obligations shall be paid over to the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance Grantor or transfer with respect to all or any of the Collateralwhomsoever may be lawfully entitled to receive such surplus.

Certain Remedies. If any Event of Default shall have occurred occurs and be is continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in In addition to other rights and remedies provided for herein (including under Article 4) or otherwise available to itAdministrative Agent or any Lender (including under the other Loan Documents and/or applicable law), Administrative Agent may also exercise in respect of the Collateral all the rights and remedies of a secured party on upon default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral). Upon the occurrence of any Event of Default, Administrative Agent will have the immediate right to enforce and realize upon any and all collateral security granted under the Loan Documents (including the Collateral hereunder) in any manner or order that Administrative Agent deems expedient without regard to any equitable principles of marshalling or otherwise. All rights and also mayremedies available to Administrative Agent or any Lender are to be considered cumulative in nature. (b) Without notice, without notice except as expressly specified belowherein or required by applicable law, Administrative Agent may also sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to To the extent notice of sale shall be is required by law, each Grantor agrees that prior notice to a Grantor of at least ten days' prior notice to the Pledgor of (10) calendar days indicating the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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, ) may be made at the time and place to which it was so adjourned. (bc) The Administrative Agent may require Grantors to, and each Grantor hereby agrees (at its expense) that it will, forthwith assemble all or part of the Collateral as directed by Administrative Agent mayand make such Collateral available to Administrative Agent at a place designated by Administrative Agent that is reasonably convenient to both Administrative Agent and Grantors. (id) transfer Unless Administrative Agent otherwise consents, each Grantor will remit to Administrative Agent all cash proceeds received in respect of any sale of, or collection from, or other realization upon all or any part of the Collateral. All cash proceeds received by Administrative Agent from any Grantor or otherwise in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into (in the name discretion of Administrative Agent) may be held by Administrative Agent as additional Collateral for the Secured Obligations, and/or then or at any time thereafter may be applied in whole or in part by Administrative Agent against all or any part of the Collateral Secured Obligations in an order consistent with the designated application of payments provided for in the Loan Agreement. Any surplus of such cash or cash proceeds held by Administrative Agent and remaining after payment in full of all the Secured Obligations will be paid over to a Grantor or its nominee, with or without disclosing that to whomsoever Administrative Agent reasonably believes may be lawfully entitled to receive such Collateral is subject to the lien and security interest hereunder,surplus. (iie) notify To the parties obligated on extent any of the Collateral represents an interest in a partnership, a limited liability company or other unincorporated enterprise, in addition to make payment any other rights and remedies available to Administrative Agent or any Lender under the Loan Documents or applicable law, Administrative Agent (at its option but with notice to the relevant Grantor) may also exercise all rights and privileges of the holder of such interest under the agreements governing such Collateral Agent of any amount due and the Organizational Documents for the related organization or may instruct such Grantor how to become due thereunder, exercise such rights and privileges (iiiwith which instructions each Grantor hereby agrees to comply). Each Grantor, in addition, covenants and agrees (at Administrative Agent’s request) enforce collection of to amend (and to use commercially reasonable efforts to cause others to amend) any of the Organizational Documents for such organization in order to authorize Administrative Agent to so exercise any such rights and privileges associated with such Collateral (including voting rights and the rights to participate in management decisions). The rights of Administrative Agent under this Section 5.1(e) may be transferred to and exercised by suit any subsequent acquiror or otherwise, transferee of the Collateral pursuant to any sale of or foreclosure on such Collateral. Each Grantor hereby agrees that the rights of Administrative Agent and surrender, release or exchange all each Lender (or any part thereof, subsequent acquiror or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection transferee of the Collateral, (v) take control of any proceeds of the Collateral, and (viunder this Section 5.1(e) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance may be enforced by specific performance or transfer with respect to all or any of the Collateralotherwise.

Certain Remedies. If any Warehouse Facility Termination Event of or Facility Default shall have occurred and be continuingcontinuing then, subject to the applicable terms of the Intercreditor Agreement and the Collateral Agency Agreement: (a) The Closed-End Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may, 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 Closed-End Collateral Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Closed-End Collateral Agent may deem commercially reasonable. The Pledgor Borrower agrees that, to the extent notice of sale shall be required by law, at least ten twenty days' ’ prior notice to the Pledgor Borrower 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. The Closed-End Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Closed-End 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. (b) The Closed-End Collateral Agent maymay (and shall, at the direction of the Deal Agent, given in accordance with the Collateral Agency Agreement): (i) transfer all or any part of the Collateral into the name of the Closed-End Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder,; (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto,; (iviii) endorse any checks, drafts, or other writings in the Pledgor's Borrower’s name to allow collection of the Collateral,; (viv) take control of any proceeds of the Collateral, ; and (viv) execute (in the name, place and stead of the PledgorBorrower) endorsements, assignments, stock powers assignments and other instruments of conveyance or transfer with respect to all or any of the Collateral. (c) The Closed-End Collateral Agent shall give notice to (1) the Company Account Bank (with copies to the Borrower and the Closed-End Servicer), as provided in the Company Account Agreement, of the exercise by the Closed-End Collateral Agent (for the benefit of the Secured Parties) of exclusive dominion and control over the Company Account or (2) the Lease Funding Account Bank (with copies to the Borrower and the Closed-End Servicer), as provided in the Lease Funding Account Agreement, of the exercise by the Closed-End Collateral Agent (for the benefit of the Secured Parties) of exclusive dominion and control over the Company Account. Following its receipt of a notice of the type described in the immediately preceding sentence with respect to the Company Account or the Lease Funding Account, the Borrower shall comply with the terms of the Company Account Agreement or the Lease Funding Account Agreement, as the case may be, applicable under such circumstances, and shall take any further action that the Closed-End Collateral Agent, the Closed-End Administrative Agent or the Deal Agent may reasonably request to enable the Closed-End Collateral Agent to exercise control over such account in the manner provided in the Company Account Agreement or the Lease Funding Account Agreement, as the case may be. The Borrower shall not terminate the Company Account Bank or the Lease Funding Account Bank, make any change in its instructions regarding payments to be made by the Company Account Bank or the Lease Funding Account Bank, unless the Closed-End Collateral Agent and the Deal Agent shall have received duly executed counterparts of a new Company Account Agreement or the Lease Funding Account Agreement, as the case may be, and copies of such instructions and previously shall have consented in writing to such termination or change (which, in the case of any such termination, shall not be unreasonably withheld, conditioned or delayed by the Closed-End Collateral Agent) or the Deal Agent.

Certain Remedies. (A) If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent , the Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may, 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 AgentTrustee's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. The Pledgor Company agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor Company 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. The Collateral Agent Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Trustee 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. (bB) The Collateral Agent If any Event of Default shall have occurred and be continuing, the Trustee may: (i) transfer all or any part of the Collateral into the name of the Collateral Agent Trustee or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Trustee of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the PledgorCompany's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the PledgorCompany) endorsements, . assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may, 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future deliverydelivery (without assumption of any credit risk), and upon such other terms as the Collateral Administrative Agent may deem commercially reasonablereasonable in accordance with applicable laws. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the appropriate Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the any Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. (A) If any (x) an Event of Default shall have occurred occurs and be continuingthis Lease and the Term expires and comes to an end as provided in Article 19 hereof, or (y) this Lease terminates as provided in Section 20.3 hereof, then: (a1) The Collateral Agent may exercise in respect of Tenant shall immediately quit and peacefully surrender the CollateralPremises to Landlord, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights Landlord and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also its agents may, without notice except as specified belowprejudice to any other remedy which Landlord may have, sell (a) re-enter 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all Premises or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checkswithout notice, draftseither by summary proceedings, or by any other writings in applicable action or proceeding, or by lawful force (without being liable to indictment, prosecution or damages therefor), (b) repossess the Pledgor's name to allow collection Premises and dispossess Tenant and any other Persons from the Premises, and (c) remove any and all of their property and effects from the Collateral, (v) take control of any proceeds of the Collateral, Premises; and (vi2) execute (Landlord, at Landlord’s option, may relet the whole or any portion or portions of the Premises from time to time, either in the namename of Landlord or otherwise, place to such tenant or tenants, for such term or terms ending before, on or after the Fixed Expiration Date, at such rental or rentals and stead upon such other conditions, which may include concessions and free rent periods, as Landlord, in its sole discretion, may determine. (B) Landlord shall have no obligation to relet the Premises or any part thereof and shall not be liable for refusal or failure to relet the Premises or any part thereof, or, in the event of the Pledgor) endorsementsany such reletting, assignmentsfor refusal or failure to collect any rent due upon any such reletting. Any such refusal or failure on Landlord’s part shall not relieve Tenant of any liability under this Lease or otherwise affect any such liability. Landlord, stock powers at Landlord’s option, may make such repairs, replacements, alterations, additions, improvements, decorations and other instruments physical changes in and to the Premises as Landlord, in its sole discretion, considers advisable or necessary in connection with any such reletting or proposed reletting, without relieving Tenant of conveyance any liability under this Lease or transfer with respect to all otherwise affecting any such liability. (C) In the event of a breach or threatened breach by Tenant, or any Persons claiming by, through or under Tenant, of any term, covenant or condition of this Lease, Landlord shall have the Collateralright to (1) enjoin or restrain such breach, (2) invoke any other remedy allowed by law or in equity as if re-entry, summary proceedings and other special remedies were not provided in this Lease for such breach, and (3) seek any declaratory, injunctive or other equitable relief, and specifically enforce this Lease. The right to invoke the remedies hereinbefore set forth are cumulative and nonexclusive and shall not preclude Landlord from invoking any other remedy allowed at law or in equity.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to both parties, and (ii) 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied by the Administrative Agent against, all or any part of the Obligations as follows: (i) first, to the payment of all Obligations owing to the Administrative Agent, in its capacity as the Administrative Agent, including fees and expenses of counsel to the Administrative Agent; (ii) second, to the equal and ratable payment of Obligations, in accordance with each Secured Party's Obligations owing to it under or pursuant to the Credit Agreement or any other Loan Document, applied (A) first to fees and expense reimbursements then due to such Secured Party, (B) second to interest due to such Secured Party, (C) third to pay or prepay principal of the Loans owing to such Secured Party or to reduce the credit exposure of such Secured Party under such Rate Protection Agreement, as the case may be, and (D) fourth to pay the remaining outstanding Obligations and Cash Collateralize all Letter of Credit Outstandings; (iii) third, without duplication of any amounts paid pursuant to clause (b)(ii) above, to the Indemnified Parties to the extent of any amounts owing pursuant to Section 11.4 of the Credit Agreement; and (iv) fourth, paid over to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. For purposes of this Security Agreement, the "credit exposure" at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement. (c) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the PledgorGrantor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the PledgorGrantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (ai) Lender shall have the right, without any further action or consent of Pledgor to immediately direct the Mortgagor to identify the Lender or its designee on its books and records as the record, legal and beneficial owner of the Pledged Interest in full substitution of Pledgor. The Lender or its designee shall thereafter have the sole right to exercise all rights, privileges, options and powers relating to the Pledged Interests. (ii) The Collateral Agent may Lender shall have the right, without the necessity of becoming the record and legal owner of the Pledged Interest as provided in Section 7(a)(i), to exercise in its sole discretion the voting power and all other rights of ownership with respect to any Pledged Interests. All proceeds of the Collateral, Collateral shall immediately be paid to Lender and shall be applied by Lender in addition to other rights and remedies provided for herein or otherwise available to it, accordance with the terms hereof. (iii) The Lender shall have all of the rights and remedies of a secured party on default under the U.C.C. (whether or not UCC. In the U.C.C. applies to the affected Collateral) exercise of such rights and also remedies Lender may, without notice except as specified below, sell the Collateral or any part thereof in at one or more parcels at public or private sale, sales held at any of the Collateral Agent's Lender’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Lender may deem commercially reasonable. The Pledgor agrees that any private sale may result in prices and other terms less favorable then if such sale were a public sale. Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Lender 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may (i) require each Grantor to, and such 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 which is reasonably convenient to both parties, and (ii) 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 ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor such 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Collateral Agent against, all or any part of the Secured Obligations as follows: (i) first, to the payment of any amounts payable to the Collateral Agent pursuant to Sections 6.08 and 7.07 of the Indenture and Section 6.4; (ii) second, to the equal and ratable payment of Secured Obligations, in accordance with each Secured Party’s Secured Obligations owing to it under or pursuant to the Indenture or any other Related Document, applied (A) first to fees and expense reimbursements then due to such Secured Party, (B) then to interest due to such Secured Party, and (C) then to pay the remaining outstanding Secured Obligations; and (iii) third, to be held as additional collateral security until the payment in full in cash of all of the Secured Obligations, after which such remaining cash proceeds shall be paid over to the applicable Grantor or to whomsoever may be lawfully entitled to receive such surplus. (c) The Collateral Agent may, (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's such Grantor’s name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgorsuch Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) , subject to the terms of the Intercreditor Agreement: Exhibit E – Form of Pledge and Security Agreement NY\6271325.4 The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Collateral Agent forthwith, assemble all or part of 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, (iii) subject to applicable law or agreements with landlords, enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, and (iv) without notice except as specified below, lease, license, sell or otherwise dispose of 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' prior notice to the Pledgor applicable Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been "sent" upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. . Each Grantor that is or may become a fee estate owner of property where any Collateral is located agrees and acknowledges that (bi) Collateral Agent may remove the Collateral or any part thereof from such property in accordance with statutory law appertaining thereto without objection, delay, hindrance or interference by such Grantor and in such case such Grantor will make no claim or demand whatsoever against the Collateral, (ii) it will (x) cooperate with Collateral Agent in its efforts to assemble and/or remove all of the Collateral located on the such property; (y) permit Collateral Agent and its agents to enter upon such property and occupy the property at any or all times to conduct an auction or sale, and/or to inspect, audit, examine, safeguard, assemble, appraise, display, remove, maintain, prepare for sale or lease, repair, lease, transfer, auction and/or sell the Collateral; and (z) not hinder Collateral Agent's actions in enforcing its security interest in the Collateral. Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property may be by lease or license of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition. Exhibit E – Form of Pledge and Security Agreement NY\6271325.4 All cash Proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Collateral Agent against, all or any part of the Secured Obligations as set forth in Section 7.6 of the Credit Agreement. The Collateral Agent may shall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Collateral Agent with a written demand to apply or pay over such noncash proceeds on such basis. The Collateral Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, , (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (ivv) endorse any checks, drafts, or other writings in the Pledgorapplicable Grantor's name to allow collection of the Collateral, , (vvi) take control of any proceeds Proceeds of the Collateral, and or (vivii) execute (in the name, place and stead of the Pledgorapplicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Specified Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent which is reasonably convenient to both parties, and (ii) 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 Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral may, in the discretion of the Administrative Agent, be held by the Administrative Agent as collateral for, and/or then or at any time thereafter applied by the Administrative Agent against all or any part of the Obligations as follows: (i) FIRST, to the payment of any amounts payable to the Administrative Agent, in its capacity as Administrative Agent, pursuant to Section 10.3 of the Credit Agreement and SECTION 6.4; (ii) SECOND, to the equal and ratable payment of the Obligations, applied as to each Secured Party: (A) first to fees then due to such Secured Party, (B) then to interest due to such Secured Party, (C) then to the Cash Collateralization of all Letter of Credit Outstandings, (D) then to principal amounts owing to, or to reduce the "credit exposure" of, such Secured Party with respect to the Loans or the Gold Consignment Agreement, or under such Rate Protection Agreement, as the case may be, and (E) then to the remaining outstanding Obligations, including, without duplication of any amounts paid pursuant to this clause, to the amounts owing pursuant to Section 10.4 of the Credit Agreement and Sections 26 and 33 of the Gold Consignment Agreement; and (iii) THIRD, to the Grantor or to whomsoever may be lawfully entitled to receive such surplus. For purposes of this Agreement, the "credit exposure" at any time of any Secured Party with respect to a Rate Protection Agreement to which such Secured Party is a party shall be determined at such time in accordance with the customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement. (c) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the PledgorGrantor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the PledgorGrantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) subject to applicable law or agreements with landlords, bailees, or warehousemen, enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor applicable Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) Each Grantor that is or may become a fee estate owner of property where any Collateral is located (regardless of ownership thereof by any other Grantor) agrees and acknowledges that (i) Administrative Agent may remove the Collateral or any part thereof from such property in accordance with statutory law appertaining thereto without objection, delay, hindrance or interference by such Grantor and in such case such Grantor will make no claim or demand whatsoever against the Collateral, (ii) it will (x) cooperate with Administrative Agent in its efforts to assemble and/or remove all of the Collateral located on such property; (y) permit Administrative Agent and its agents to enter upon such property and occupy the property at any or all times to conduct an auction or sale, and/or to inspect, audit, examine, safeguard, assemble, appraise, display, remove, maintain, prepare for sale or lease, repair, lease, transfer, auction and/or sell the Collateral; and (z) not hinder Administrative Agent’s actions in enforcing its security interest in the Collateral. (c) Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property Collateral may be by lease or license of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition. (d) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Secured Obligations as set forth in Section 2.10(e) of the Credit Agreement. The Collateral Administrative Agent mayshall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Administrative Agent with a written demand to apply or pay over such noncash proceeds on such basis. (e) The Administrative Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, , (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (ivv) endorse any checks, drafts, or other writings in the Pledgor's applicable Grantor’s name to allow collection of the Collateral, , (vvi) take control of any proceeds Proceeds of the Collateral, and or (vivii) execute (in the name, place and stead of the Pledgorapplicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If Subject to the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Trustee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Collateral Trustee forthwith, assemble all or part of the Collateral as directed by the Collateral Trustee and make it available to the Collateral Trustee at a place to be designated by the Collateral Trustee that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Agent's Trustee’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Trustee may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the Pledgor such Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including but not limited to, Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Agent Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent Trustee 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. (b) The Collateral Agent may Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory, Equipment, Goods, Computer Hardware and Software Collateral, or Intellectual Property may be by lease or license of, in addition to the sale of such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) transfer a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition. (c) All cash Proceeds received by the Collateral Trustee in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral into the name of shall be applied by the Collateral Agent or its nominee, Trustee in accordance with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.Section 3.4

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, without notice except as specified below, sell the Collateral collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunderthereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may: (i) require Grantor to, and Grantor hereby agrees that it will, at its expense and upon request of Agent, forthwith, assemble all or part of the Collateral as directed by Agent and make it available to Agent at a place to be designated by Agent which is reasonably convenient to all parties; (ii) 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' prior notice to the Pledgor 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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.; and (biii) The Collateral Agent may (i) transfer all in its own name or any part of the Collateral into the name of the Collateral Agent Grantor, at any time, to notify any account debtor or its nominee, with obligor or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties any party obligated on any of the Collateral (including, but not limited to the Receivables, Related Contracts, and General Intangibles) to make payment to the Collateral Agent of any amount all payments due or to become due thereunder, (iii) enforce collection thereon directly to Agent or such other person or officer as Agent may require, whereupon the power and authority of any of Grantor to collect the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings same in the Pledgor's name ordinary course of its business shall be deemed to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place be immediately revoked and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance terminated. With or transfer with respect to all or any of the Collateral.without PII SECURITY AGREEMENT

Certain Remedies. If any Event of Default shall have occurred and be continuing:continuing and any Obligations shall be due and unpaid (whether by acceleration or otherwise): (a1) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may (a) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon request of the Agent, subject to the terms of any documentation governing any Permitted Receivables Transaction, forthwith assemble all or part of the Collateral as directed by the Agent and make it available to the Agent at a place to be designated by the Agent which is reasonably convenient to both parties, and (b) subject to the terms of any documentation governing any Permitted Receivables Transaction, without notice except as specified below, and subject to any existing reserved rights or licenses, 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b2) The Collateral All cash proceeds received by the Agent may (i) transfer in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into may, in the name discretion of the Collateral Agent, be held by the Agent as collateral for, and/or then or its nominee, with or without disclosing that such Collateral is subject at any time thereafter applied (after payment of any amounts payable to the lien and security interest hereunder, (iiAgent pursuant to SECTION 6.2) notify in whole or in part by the parties obligated on any Agent for the ratable benefit of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwiseSecured Parties against, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, Obligations in such order (v) take control of any proceeds of the Collateralas among interest, and (vi) execute (in the namefees, place and stead of the Pledgor) endorsements, assignments, stock powers principal and other instruments monetary Obligations) as the Agent shall elect. Any surplus of conveyance such cash or transfer with respect cash proceeds held by the Agent and remaining after payment in full in cash of all the Obligations shall be paid over to all the Grantor or any of the Collateralto whomsoever may be lawfully entitled to receive such surplus.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, without notice except as specified belowbelow or, as required to be provided by the U.C.C., 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, , (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, , (v) take control of any proceeds of the Collateral, and and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) require each Grantor to, and such 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 which is reasonably convenient to both parties, and (ii) 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 upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' days prior notice to the Pledgor such 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. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgorany Grantor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgorany Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be is continuing: (a) The Collateral Agent Grantee may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to itit at law or in equity or otherwise, or under the other Loan Documents, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) or any other applicable Law, and also may (i) require Grantor to, and Grantor hereby agrees that it shall, at Grantor’s expense and promptly upon request of Grantee, assemble all or part of the Collateral as directed by Grantee and make it available to Grantee at a place to be designated by Grantee that is reasonably convenient to both parties; (ii) exercise any and all rights and remedies of Grantor under or in connection with the Collateral; (iii) withdraw all monies, securities and other property in the Collateral Accounts for application to the Obligations; (iv) foreclose or otherwise enforce Grantee’s security interest in any manner permitted by Law or provided for in this Agreement; (v) without notice 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 place or elsewhereplaces, for cash, on credit credit, or for future delivery, and upon such other terms as the Collateral Agent Grantee may deem commercially reasonable. The Pledgor ; (vi) recover from Grantor all costs and expenses (including attorneys’ fees) that are incurred or paid by Grantee in exercising any right, power, privilege or remedy provided by Law or in this Agreement; (vii) without Notice or demand of legal process, all of which are hereby expressly waived by Grantor, enter into property where any of the Collateral is located and take possession thereof; and (viii) prior to the disposition of the Collateral, prepare it for Transfer in any manner and to the extent Grantee deems appropriate; provided, however, that notwithstanding the foregoing, Grantee may Transfer the Collateral or any portion thereof without any preparation or processing. (b) Grantor agrees that, to the extent notice Notice of sale shall be required by lawLaw, at least ten (10) days' ’ prior notice to the Pledgor 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. The Collateral Agent Grantee shall not be obligated to make any sale of Collateral regardless of notice whether Notice of such sale having shall have been given. The Collateral Agent . (c) Grantee 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 noticeNotice, be made at the time and place to which it was so adjourned. (bd) The Upon any Transfer pursuant to this Agreement, Grantee shall have the right to Transfer to the applicable transferee the Collateral Agent mayor portion thereof so Transferred. Each grantee at any such sale or other disposition (including Grantee) shall hold the Collateral free from any claim or right of whatever kind, including any equity or right of redemption of Grantor, and Grantor specifically waives (to the extent permitted by Law) all rights of redemption, stay or appraisal which it has or may have under any Law now existing or hereafter adopted. (ie) transfer All cash proceeds received by Grantee in respect of any sale of, collection from, or other realization upon all or any part of the Collateral into the name shall be applied: first to all costs, fees and expenses incurred by Grantee (including Grantee’s attorneys’ fees) in connection with such collection of or realization upon the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject otherwise owing to Grantee under the Loan Documents; and second to the lien and security interest hereunder, (ii) notify Obligations, applied in accordance with the parties obligated on Loan Agreement. If any non-cash proceeds are received in connection with any sale of the Collateral Collateral, Grantee shall not be required to make payment apply such non-cash proceeds to the Collateral Agent of any amount due or Obligations unless and until such proceeds are converted to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateralcash.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also maymay (i) take possession of any Collateral not already in its possession without demand and without legal process, (ii) require any Grantor to, and each Grantor hereby agrees that it will, at its expense and upon request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) subject to applicable law or agreements with landlords, bailees, or warehousemen, enter onto the property where any Collateral is located and take possession thereof without demand and without legal process, (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' ’ prior notice to the Pledgor applicable Grantor of the time and place of any public sale or the time after which of any private sale is to be made shall constitute reasonable notification; provided, however, that with respect to Collateral that is (x) perishable or threatens to decline speedily in value, or (y) is of a type customarily sold on a recognized market (including Investment Property), no notice of sale or disposition need be given. For purposes of this Article VI, notice of any intended sale or disposition of any Collateral may be given by first-class mail, hand-delivery (through a delivery service or otherwise), facsimile or email, and shall be deemed to have been “sent” upon deposit in the U.S. Mails with adequate postage properly affixed, upon delivery to an express delivery service or upon electronic submission through telephonic or internet services, as applicable. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) Each Grantor that is or may become a fee estate owner of property where any Collateral is located (regardless of ownership thereof by any other Grantor) agrees and acknowledges that (i) Administrative Agent may remove the Collateral or any part thereof from such property in accordance with statutory law appertaining thereto without objection, delay, hindrance or interference by such Grantor and in such case such Grantor will make no claim or demand whatsoever against the Collateral, (ii) it will (x) cooperate with Administrative Agent in its efforts to assemble and/or remove all of the Collateral located on such property; (y) permit Administrative Agent and its agents to enter upon such property and occupy the property at any or all times to conduct an auction or sale, and/or to inspect, audit, examine, safeguard, assemble, appraise, display, remove, maintain, prepare for sale or lease, repair, lease, transfer, auction and/or sell the Collateral; and (z) not hinder Administrative Agent’s actions in enforcing its security interest in the Collateral. (c) Each Grantor agrees and acknowledges that a commercially reasonable disposition of Inventory or Goods constituting Collateral may be by lease of, in addition to the sale of, such Collateral. Each Grantor further agrees and acknowledges that the following shall be deemed a reasonable commercial disposition: (i) a disposition made in the usual manner on any recognized market, (ii) a disposition at the price current in any recognized market at the time of disposition, and (iii) a disposition in conformity with reasonable commercial practices among dealers in the type of property subject to the disposition. (d) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against, all or any part of the Obligations as set forth in Section 7.6 of the Credit Agreement. The Collateral Administrative Agent mayshall not be obligated to apply or pay over for application noncash proceeds of collection or enforcement unless (i) the failure to do so would be commercially unreasonable, and (ii) the affected party has provided the Administrative Agent with a written demand to apply or pay over such noncash proceeds on such basis. (e) The Administrative Agent may do any or all of the following: (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, , (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, , (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account, (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, , (ivv) endorse any checks, drafts, or other writings in the Pledgor's applicable Grantor’s name to allow collection of the Collateral, , (vvi) take control of any proceeds Proceeds of the Collateral, and or (vivii) execute (in the name, place and stead of the Pledgorapplicable Grantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Upon the occurrence and during the continuance of an Event of Default Default, Secured Party shall have occurred and be continuing: (a) The Collateral Agent may exercise have, in respect of the Collateralany jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies provided for herein that Secured Party may have under applicable Law or otherwise available to itin equity or under this Agreement or under any other Loan Document, all the rights and remedies of a secured party on default under the U.C.C. (whether UCC as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or not the U.C.C. applies to the affected Collateral) and also may, without notice except as specified belowto Debtor and without affecting the Obligations of Debtor hereunder or under any other Loan Document, sell or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof in one or more parcels thereof, either at public or private sale, sale or at any of the Collateral Agentbroker's offices board, in lot or elsewherein bulk, for cash, on credit or for future deliveryotherwise, with or without representations or warranties and upon such other terms as shall be acceptable to Secured Party; (d) to notify obligors on the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, that the Collateral has been assigned to the extent notice of sale shall be required by law, at least ten days' prior notice to the Pledgor of the time Secured Party and place of any public sale or the time after which any private sale is that all payments thereon are to be made shall constitute reasonable notification. The directly and exclusively to Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral Agent shall and/or accept other Property in exchange for the Collateral; (g) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Secured Party or in the name of Debtor; (i) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Secured Party or in the name of Debtor, any and all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Debtor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral, and Debtor waives any right not be obligated expressly provided for in this Agreement to make any sale of Collateral regardless of receive notice of sale having been given. The Collateral Agent may adjourn any public or private judicial or nonjudicial 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. (b) The Collateral Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent foreclosure of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all security or any of the Collateral; and any money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or Debtor may be applied by Secured Party without notice to Debtor to the Secured Obligations in such order and manner as Secured Party in its sole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Debtor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Debtor for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Debtor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Debtor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Debtor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Debtor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Debtor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same.

Certain Remedies. If any Event of Specified Default shall have occurred and be continuing: (a) The Collateral Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party Secured Party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may (i) take possession of any Collateral not already in its possession without demand and without legal process; (ii) require the Grantor to, and the Grantor hereby agrees that it will, at its expense and upon written request of the Administrative Agent forthwith, assemble all or part of the Collateral as directed by the Administrative Agent and make it available to the Administrative Agent at a place to be designated by the Administrative Agent that is reasonably convenient to both parties, (iii) enter onto the property where any Collateral is located and take possession thereof without demand and without legal process; (iv) without notice except as specified below, lease, license, sell or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Pledgor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' prior written notice to the Pledgor 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral shall be applied by the Administrative Agent against all or any part of the Obligations as set forth in Section 4.7 of the Credit Agreement. (c) The Collateral Administrative Agent may (i) transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest Lien hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) withdraw, or cause or direct the withdrawal, of all funds with respect to the Collateral Account; (iv) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (ivv) endorse any checks, drafts, or other writings in the PledgorGrantor's name to allow collection of the Collateral, (vvi) take control of any proceeds Proceeds of the Collateral, and (vivii) execute (in the name, place and stead of the PledgorGrantor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent may exercise may, in respect its discretion (with the consent of the CollateralAgent), in addition and shall, at the direction of the Agent, proceed to other protect and enforce its rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) and also may, 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 upon Secured Parties by such other terms appropriate proceedings as the Collateral Agent may or the Agent shall deem commercially reasonable. The Pledgor agrees thatmost effective to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in any Transaction Document or in and of the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the extent notice of sale shall be required Collateral Agent by any Transaction Document or by law, at least ten days' prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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. (b) The In case there shall be pending, relative to the Borrower or any other obligor upon the Notes or any Person having or claiming an ownership interest in the Borrower Collateral, proceedings under the Bankruptcy Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Borrower or its property or such other obligor or Person, or in case of any other comparable judicial proceedings relative to the Borrower or other obligor upon the Notes, or to the creditors of property of the Borrower or such other obligor, the Collateral Agent, irrespective of whether the principal of any Notes shall their be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Collateral Agent mayshall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such proceedings or otherwise: (i) transfer all to file and prove a claim or any part claims for the whole amount of principal and Yield owing and unpaid in respect of the Collateral into Notes and to file such other papers or documents as may be necessary or advisable in order to have the name claims of the Collateral Agent (including any claim for reimbursement of all expenses and liabilities incurred, and all advances, if any, made, by the Collateral Agent and each predecessor Collateral Agent, except as a result of negligence, bad faith or its nominee, with or without disclosing that wilful misconduct) and of each of the other Secured Parties allowed in such Collateral is subject to the lien and security interest hereunder,proceedings; (ii) notify unless prohibited by applicable law and regulations, to vote (with the parties obligated on any consent of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iiiAgent) enforce collection of any on behalf of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection holders of the Collateral, (v) take control Notes in any election of a trustee, a standby trustee or person performing similar functions in any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.such proceedings;

Certain Remedies. If any Event of Default shall have occurred and be continuingexists (other than an Uncurable Event of Default (as defined in the Heller Subleasehold Mortgage)) or if the Pledgor has fail▇▇ ▇▇ comply with the Collateral Requirement in accordance with Section 2.7 or if the Pledgor fails to pay the Custodian its fees in accordance with Section 6.4 within sixty (60) days of the date same is due or if a successor provider of the Certificate A is not obtained in accordance with Section 9.13 within ten (10) Business Days of the receipt by the Pledgee of the Rating Notice: (a) The Collateral Agent Pledgee may exercise in respect of the Certificate Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. (whether or not the U.C.C. applies to the affected Certificate Collateral) and also may, without notice except as specified below, sell or redeem, as applicable, the Certificate Collateral or any part thereof in one or more parcels at public or private sale, at any (to the extent the Certificate Collateral can be used to satisfy the obligations of the Collateral Agent's offices or elsewherePledgor pursuant to Section 2.2 of this Pledge Agreement), for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Pledgee may deem commercially reasonable. The Pledgor agrees thatFurther, to the extent notice of sale shall be required by law, at least ten days' prior notice to Pledgee may distribute the Pledgor of Certificate Collateral in any manner it deems appropriate upon seizing the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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 adjournedCertificate Collateral. (b) The Pledgee may (to the extent the Collateral Agent mayis necessary to satisfy the Pledgor's Obligations pursuant to Section 2.2 hereof): (i) transfer all or any part of the Collateral into the name of the Collateral Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent Pledgee of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral, (v) take control of any proceeds of the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral. (c) The Pledgee may exercise in respect of the Account Funds, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code as in effect in the State of Illinois (whether or not same applies to the Account Funds).

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral Agent Secured Parties may exercise in respect of the Collateral, in addition to the other rights and remedies provided for herein herein, in the Transaction Documents or in any other instrument or agreement securing, evidencing or otherwise relating the Obligations of each of the Grantors or otherwise available to it, all the rights and remedies of a secured party on upon default under the U.C.C. (whether or not the U.C.C. applies to the affected Collateral) UCC and also may: (i) require any of the Grantors to, and each of the Grantors hereby agrees that it will, at its sole expense and upon request of the Secured Parties forthwith, assemble all or part of its Collateral capable of being assembled as directed by the Secured Parties and make it available to the Secured Parties at a place to be designated by the Secured Parties that is reasonably convenient to both parties; (ii) 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 Secured Parties' offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent Secured Parties may deem commercially reasonable. The Pledgor agrees that, ; (iii) occupy any premises owned or leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period of time in order to effectuate the rights and remedies afforded to the extent notice of sale shall be required by law, at least ten days' prior notice to Secured Parties under this Agreement and the Pledgor of the time and place of other Transaction Documents or under any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The 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 mayApplicable Law, without further notice, be made at the time and place obligation to which it was so adjourned.such Grantor in respect of such occupation; (b) The Collateral Agent may (iiv) transfer all or any part of the Collateral into the Secured Parties' name or the name of the Collateral Agent one or more of its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) notify the parties obligated on any of the Collateral to make payment to the Collateral Agent of any amount due or to become due thereunder, (iii) enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) endorse any checks, drafts, or other writings in the Pledgor's name to allow collection of the Collateral,nominees; and (v) take control notify the Grantors that all of any proceeds of its rights to exercise or refrain from exercising the Collateral, and (vi) execute (in the name, place and stead of the Pledgor) endorsements, assignments, stock powers voting and other instruments of conveyance or transfer consensual rights that it would otherwise be entitled to exercise with respect to all or any the Equity Interests comprising part of the Collateral.Collateral pursuant to Section 15 shall cease and, upon such notice, all such rights shall become vested

Certain Remedies. If any Event of Default shall have occurred and be continuing: (a) The Collateral the Administrative Agent may exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the U.C.C. UCC (whether or not the U.C.C. UCC applies to the affected Collateral) and also may, without notice except as specified below, (or, if notice cannot be waived under the UCC, as required to be provided by the UCC) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of the Collateral Administrative Agent's ’s offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Administrative Agent may deem commercially reasonable. The Each Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten days' ’ prior notice to the such 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. The Collateral Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Administrative 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. (b) The Collateral Administrative Agent may (i) may transfer all or any part of the Collateral into the name of the Collateral Administrative Agent or its nominee, with or without disclosing that such Collateral is subject to the lien and security interest hereunder, (ii) , notify the parties obligated on any of the Collateral to make payment to the Collateral Administrative Agent of any amount due or to become due thereunder, (iii) , enforce collection of any of the Collateral by suit or otherwise, and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) any obligations of any nature of any party with respect thereto, (iv) , endorse any checks, drafts, or other writings in the each Pledgor's ’s name to allow collection of the Collateral, (v) , take control of any proceeds of the Collateral, and (vi) and execute (in the name, place and stead of the each Pledgor) endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to all or any of the Collateral.