Common use of REMEDIES IN CASE OF AN EVENT OF DEFAULT Clause in Contracts

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt action permitted under this Mortgage or the Credit Agreement or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) to receive all amounts payable in respect personally, or by its agents or attorneys, (A) enter into and upon and take possession of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of the Mortgagor or otherwise or (F) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied in accordance with the provisions of Section 8.03 of the Credit Agreement. (ii) with or without entry, personally or by its nominee agents or nominees;attorneys (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or more sales in one or more parcels, in accordance with the provisions of Section 8.2 hereof or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Lien and security interests created and evidenced hereby; or (iii) take such steps to vote all protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any part covenant, condition or agreement in the Credit Agreement and the other Loan Documents, or in aid of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there 3.1. In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Lender shall be entitled to exercise have in each case all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Nevada Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, in its sole discretion, to exercise the following rightssell, which each Pledgor hereby agrees resell, assign and deliver all or, from time to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or time, any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Shares, or any interest thereinin or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares may be listed, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except that the Lender shall give ten days' notice to the Pledgors of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Lender shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time Pledgors hereby waiving and place of releasing any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Lender may bid for and purchase all the whole or any part of the Collateral Pledged Shares so sold free from any such right or equity of redemption. Neither The Lender shall apply the Pledgee nor proceeds of any other Secured Creditor such sale first to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Lender in enforcing its rights under the Debenture or this Pledge Agreement, second to the payment of accrued and unpaid interest on the Debenture and third to the payment of unpaid principal of the Debenture, and the Pledgors shall continue to be liable for failure to collect or realize upon any or all deficiency. All sales of Pledged Shares shall be in a pro rata basis amongst the Pledged Shares owned by each of the Collateral Pledgors as set forth on Schedule I. 3.2. The Pledgors recognize that the Lender may be unable to effect a public sale of all or a part of the Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), or in the rules and regulations promulgated thereunder or in applicable state securities laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Shares for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgors understand that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Shares were sold at public sale, and agrees that the Lender has no obligation to delay the sale of the Pledged Shares for the period of time necessary to permit the registration of the Pledged Shares for public sale under the Securities Act and under applicable state securities laws. The Pledgors agree that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. 3.3. If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Lender pursuant to this Section 3 of the Pledged Shares, each of the Pledgors will execute all such applications and other instruments as may be reasonably required in connection with securing any such consent, approval or authorization, and will otherwise use the Pledgor’s best efforts to secure the same. 3.4. Neither failure nor delay on the part of the Lender to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred Subject to the Intercreditor Agreement, upon the occurrence and be continuing during the continuance of an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, the Loan Agreement, any other Secured Debt Agreement Loan Documents, and/or in equity or by law, and including, without limitation, all rights and remedies of a secured party of a debtor in default under the Code) for the protection and enforcement of its rights in respect of the Pledged Collateral, and to the fullest extent permitted by applicable law, the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable to the Pledgor in respect of the Pledged Collateral otherwise payable under in accordance with Section 6 hereof to the Pledgors5 hereof; (iib) to transfer all or any part of the Pledged Collateral into the Pledgee’s 's name or the name of its nominee or nomineesnominees for the benefit of the Pledgee and the Bank Product Providers; (iiic) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, in accordance with full power of substitution to do so)Section 4 hereof; (ivd) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Collateral in one or more parcels, or any interest therein, at any public or private salesale at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by each the Pledgor), ) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion commercially reasonable judgment may determine, provided . The Pledgor agrees that to the extent that notice of sale shall be required by law that at least 10 ten (10) calendar days’ written ' notice to the Pledgor of the time (which shall be during normal business hours) and place of any such public sale or the time after which any private sale is to be made shall be given to the Pledgorsconstitute reasonable notification. The Pledgee shall not be obligated to make any such sale of Pledged Collateral regardless of whether any such notice of sale has theretofore having been given. Each The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, any of marshalling the Pledged Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Pledged Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor of the Bank Product Providers shall be liable for failure to collect or realize upon any or all of the Pledged Collateral or for any delay in so doing nor shall the Pledgee nor any of them the Bank Product Providers be under any obligation to take any action whatsoever with regard thereto; (e) to settle, adjust, compromise and arrange all accounts, controversies, questions, claims and demands whatsoever in relation to all or any part of the Pledged Collateral; (f) in respect of the Pledged Collateral, to execute all such contracts, agreements, deeds, documents and instruments, to bring, defend and abandon all such actions, suits and proceedings, and to take all actions in relation to all or any part of the Pledged Collateral as the Pledgee in its reasonable discretion may determine; (g) to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all as the Pledgee in its reasonable discretion may determine; and (vh) generally, to set-off take all such other action as the Pledgee in its reasonable discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and all Collateral against which the Pledgee may or can do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any and all Obligationsproceedings arising therefrom.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of DefaultDefault (as defined in the Credit Agreements), then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers (to the extent permitted by law) and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each PledgorPledgor (to the extent permitted by law)), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations (as defined in the Credit Agreements) or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations (as defined in the Credit Agreements), and to withdraw any and all cash or other Collateral from any and all Pari Passu Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) Following written notice to such Pledgor (provided that no such notice shall be required if any Event of Default under Section 8.01(f) of Credit Agreement has occurred and is continuing), to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to appoint by instrument in writing a receiver (which term as used in this Agreement includes a receiver and manager) or agent of all or any part of the Collateral and remove or replace from time to time any receiver or agent; (v) to institute proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral; (vi) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivvii) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vviii) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred Upon the occurrence and be continuing during the continuance of an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, the Credit Agreement, any other Secured Debt Agreement Loan Documents, and/or in equity or by law, and including, without limitation, all rights and remedies of a secured party of a debtor in default under the UCC) for the protection and enforcement of its rights in respect of the Collateral, and to the fullest extent permitted by applicable law, the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 5 hereof to the PledgorsPledgor; (iib) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nomineesnominees for the benefit of the Pledgee and the Bank Product Providers; (iiic) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so)thereof; (ivd) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralCollateral in one or more parcels, or any interest therein, at any public or private salesale at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by each the Pledgor), ) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided . Pledgor agrees that to the extent that notice of sale shall be required by law that at least 10 ten (10) calendar days’ written ' notice to the Pledgor of the time (which shall be during normal business hours) and place of any such public sale or the time after which any private sale is to be made shall be given to the Pledgorsconstitute reasonable notification. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore having been given. Each The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, any of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor of the Bank Product Providers shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall the Pledgee nor any of them the Bank Product Providers be under any obligation to take any action whatsoever with regard thereto; (e) to settle, adjust, compromise and arrange all accounts, controversies, questions, claims and demands whatsoever in relation to all or any part of the Collateral; (f) in respect of the Collateral, to execute all such contracts, agreements, deeds, documents and instruments, to bring, defend and abandon all such actions, suits and proceedings, and to take all actions in relation to all or any part of the Collateral as the Pledgee in its absolute discretion may determine; (g) to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all as the Pledgee in its absolute discretion may determine; and (vh) generally, to set-off take all such other action as the Pledgee in its absolute discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and all Collateral against which the Pledgee may or can do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any and all Obligationsproceedings arising therefrom.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise have all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Ohio Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, subject to exercise the following rightsany necessary regulatory approvals, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliverdeliver the whole or, or grant options from time to purchasetime, all or any part of the CollateralPledged Securities, or any interest thereinin any part thereof, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except the Company shall give ten (10) days’ notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 5), for cash, on and credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral Pledged Securities so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys’ fees, incurred by the Company in enforcing its rights under this Agreement and then to the payment of interest on and principal of the Note, with such payments to be applied in such order as the Company determines in its sole discretion. (b) The Pledgor recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in the rules and regulations promulgated thereunder, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other Secured Creditor things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and that the Company has no obligation to delay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Act; provided, however, that no private sale shall be liable for failure to collect or realize upon any or all made of the Collateral Pledged Securities to any Affiliate (as defined in the Management Stockholders Agreement) of the Company or Odyssey at a price per share of Common Stock less than the lesser of (i) the then Fair Market Value per share or (ii) the Initial Price per share of such Common Stock (as each term is defined in the Management Stockholders Agreement), subject to adjustment to reflect any stock split, stock dividend, combination of shares, merger or other adjustment to the Common Stock. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (c) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company of the Pledged Securities pursuant to this Section 5, or any partial disposition of the Pledged Securities, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his or her best efforts to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for any delay herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee Collateral Agent shall be entitled entitled, subject in all cases to the terms of the Intercreditor Agreement, to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Second-Lien Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled entitled, subject in all cases to the terms of the Intercreditor Agreement, to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to the extent permitted under the Second-Lien Documents and applicable law, to exercise the following rights, which each Pledgor the Collateral Agent hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the PledgeeCollateral Agent’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor the Pledgors hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgorthe Pledgors, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgorthe Pledgors, to the extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion may determinedetermine to the extent permitted by law, provided that at least 10 days’ written notice of the time and place of any such sale or the date after which any such private sale shall be given to the Pledgors. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor The Pledgors hereby waives waive and releases release to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Collateral Agent may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither To the Pledgee extent permitted by law, neither the Collateral Agent nor any other Secured Creditor Debentureholder shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and; (v) to set-off any and all Collateral against any and all Obligations; and (vi) apply any monies constituting Collateral or Proceeds thereof in accordance with the provisions of Section 9.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing any of the following events (individually herein called an "Event of Default") shall happen, that is to say: (a) if default shall be made in the payment or performance when due of any obligation in any document evidencing or securing the Loan, including, without limitation, the Secured Note; or (b) if default shall be made in the due observance or performance of any covenant or agreement on the part of the Pledgor contained in this Agreement or the Units Purchase Agreement, and such default shall have continued for a period of ten (10) days after written notice thereof shall have been given to the Pledgor by the Lender; or (c) if Pledgor shall fail to provide additional security or to reduce the principal balance of the Secured Note in accordance with Section 2 hereof in this thirty (30) days following written demand from Lender then and in every such case, A. Good title to the Pledged Stock shall totally and unconditionally pass, at the option of the Lender to be exercised by notice to the Pledgor, to the Lender. B. If an Event of Default shall be continuing, in addition to its rights under this Agreement, the Pledgee shall be entitled Lender may exercise its rights under the Georgia Uniform Commercial Code and any other rights existing for the benefit of Lender at law or in equity, it being expressly agreed that the Lender may, at its sole option, exercise such rights with respect to exercise less than all of the rightsPledged Stock such as, powers more specifically, with respect only to distributions and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights proceeds in respect of the CollateralPledged Stock, and leaving unexercised its rights with respect to the Pledgee remainder of the Pledged Stock; provided, however, that such partial exercise shall be entitled in no way restrict or jeopardize the Lender's right to exercise its rights with respect to all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect or another portion of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part remainder of the Collateral into Pledged Stock at a later time or times. In addition, the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consentsLender may, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to time, sell, assign and deliver, deliver the Pledged Stock or grant options to purchase, all any interest therein or any part of the Collateral, or any interest thereinthereof, at any one or more private sales or public auctions, with or private sale, without demand of performancedemand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor)otherwise, for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Lender in its absolute sole discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder; provided, that notice of any such private sale or public auction shall be given to the Pledgor at least ten (10) days before such sale or action and provided, further, that in the case of any such private sale, such notice to the Pledgor shall also contain the terms of the proposed sale, and the Pledgor shall have until the time of said proposed sale in which to redeem the Pledged Stock to be so sold or to procure a purchaser willing, ready and able to purchase the Pledged Stock to be sold on terms more favorable to the Lender than those set forth in such notice, and if such a purchaser is so produced the Lender shall sell such Pledged Stock to be so sold to such purchaser. In the event of any sale hereunder, the Lender shall, after deducting all rightscosts and expenses of the Lender actually incurred in exercising its rights hereunder (including, if anywithout limitation, reasonable fees and expenses of counsel for the Lender) and all costs and expenses of the Lender for the care, safekeeping, collection, sale and delivery of the Pledged Stock which were actually incurred during the continuance of any Event of Default, apply the proceeds of the sale to the payment or reduction, in whole or in part, of marshalling the Collateral and any other security for amounts secured by this Agreement. Any balance thereafter remaining shall be paid to the Obligations or otherwiseperson legally entitled thereto. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors The Lender may bid for and purchase all for its account the whole or any part of the Collateral Pledged Stock so sold free from any such right or equity of redemption. . C. Neither failure nor delay on the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all part of the Collateral Lender to exercise any right, remedy, power or privilege provided for any delay herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. D. The Pledgor recognizes that, in taking action pursuant to this Paragraph 4, the Lender may be under unable to effect a public sale of all or of a part of the Pledged Stock by reason of certain requirements contained in the Securities Act of 1933, as amended, or any similar federal statute then in effect, or the applicable securities or "blue sky" laws of one or more other jurisdictions (such act, statute and laws being herein collectively called the "Securities Act"), but may deem it necessary or appropriate to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire the Pledged Stock for their own account, for investment and not with a view to the distribution or sale thereof. The Pledgor agrees that such private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Stock were sold at public sales, and the Lender has no obligation to take delay sale of the Pledged Stock for the period of time necessary to permit the Company to register the Pledged Stock for public sale under the Securities Act. The Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner and waives any action whatsoever with regard thereto; and (v) to set-off claims against the Lender arising by reason of any and all Collateral against any and all Obligationssuch private sale.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of DefaultDefault and the Pledgee shall have given notice to the relevant Pledgor of its intent to exercise rights pursuant to this Section 7 (although no such notice shall be required if an Event of Default described in any of clauses (a) through (e) of Section 8.1.9 of the Credit Agreement shall have occurred and be continuing), then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 ten (10) days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all accounts referred to Section 3.2(a)(v) hereof and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise have in each case all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the New York Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the generality of the foregoing, shall have the right, in its sole discretion, to exercise the following rightssell, which each Pledgor hereby agrees resell, assign and deliver all or, from time to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or time, any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Pledged Collateral, or any interest thereinin or option or right to purchase any part thereof, on any securities exchange on which the Pledged Securities or any of them may be listed (in the case of Pledged Securities), at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except that the Company shall give ten days' notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Pledged Collateral so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Company in enforcing its rights under this Stock Pledge Agreement, and second to the payment of accrued and unpaid interest on and then of unpaid principal of the Recourse Note, and thereafter to the payment of any other Secured Creditor Obligations, and the Pledgor shall continue to be liable for failure any deficiency. (b) The Pledgor recognizes that the Company may be unable to collect effect a public sale of all or realize upon a part of any or all Pledged Securities constituting part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933 or in the rules and regulations promulgated thereunder or in applicable state securities or "blue sky" laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Securities for any delay in their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that private sales so doing nor shall any of them made may be under any at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and that the Company has no obligation to take any action whatsoever with regard thereto; anddelay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Securities Act of 1933 and under applicable state securities or "blue sky" laws. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (vc) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to set-off effectuate any sale or disposition by the Company pursuant to this Section 3 of the Pledged Collateral, the Pledgor will execute all such applications and all Collateral against other instruments as may be required in connection with securing any such consent, approval or authorization and all Obligationswill otherwise use the Pledgor's best efforts to secure the same.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of DefaultDefault which is continuing, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the PledgorsPledgor; (iib) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iiic) upon written notice to the Pledgor revoking the Pledgor’s rights to do any of the following, to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each until such time as this Agreement is terminated in accordance with its terms, the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); (ivd) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determinedetermine (to the extent permitted under applicable law), provided that at least 10 days’ Business Days written notice of the time and place of any such sale shall be given to the PledgorsPledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the The Pledgee nor any other Secured Creditor shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (ve) to set-set off any and all Collateral against any and all Secured Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise have in each case all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, in its sole discretion, to exercise the following rightssell, which each Pledgor hereby agrees resell, assign and deliver all or, from time to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or time, any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Shares, or any interest thereinin or option or right to purchase any part thereof, on any securities exchange on which the Pledged Shares or any of them may be listed, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except that the Company shall give ten (10) business days’ notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 3), for cash, on or credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral Pledged Shares so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any other Secured Creditor such sale first to the payment of all costs and expenses, including reasonable attorneys’ fees, incurred by the Company in enforcing its rights under this Pledge Agreement and second to the payment of accrued and unpaid interest on the Note and third to the payment of unpaid principal of the Note, and the Pledgor shall continue to be liable for failure any deficiency. (b) The Pledgor recognizes that the Company may be unable to collect effect a public sale of all or realize upon any or all a part of the Collateral Pledged Shares by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Securities Act”), or in the rules and regulations promulgated thereunder or in applicable state securities or “blue sky” laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Shares for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Shares were sold at public sale, and agrees that the Company has no obligation to delay the sale of the Pledged Shares for the period of time necessary to permit the registration of the Pledged Shares for public sale under the Securities Act and under applicable state securities or “blue sky” laws. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (c) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company pursuant to this Section 3 of the Pledged Shares, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his best efforts to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If Subject to the terms of the Secondary Intercreditor Agreement, if there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers (to the extent permitted by law) and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each PledgorPledgor (to the extent permitted by law)), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Concentration Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s ’ s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and (vi) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Mortgage or the Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Issuer and the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of its nominee the Mortgagor or nomineesotherwise or (F) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied in accordance with the provisions of the Indenture; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Indenture, the Notes and from time to time to sell, assign and deliverthe Collateral Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Beneficiary or the Trustee may at the Beneficiary’s option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Deed of Trust or the Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Grantor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Grantor relating thereto and, exclude the Grantor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Beneficiary may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Grantor with respect thereto either in the name of its nominee the Grantor or nomineesotherwise or (F) collect and receive all Rents. The Beneficiary shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Beneficiary shall be applied in accordance with the provisions of the Indenture; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Indenture, the Notes and from time to time to sell, assign and deliverthe Collateral Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale power granted in this Deed of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the CollateralTrust, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Beneficiary shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers (to the extent permitted by law) and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each PledgorPledgor (to the extent permitted by law)), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Concentration Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to any Applicable Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) Following written notice to such Pledgor (provided that no such notice shall be required if any Event of Default under Section 8.01(f) of the Credit Agreement has occurred and is continuing), to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to appoint by instrument in writing a receiver (which term as used in this Agreement includes a receiver and manager) or agent of all or any part of the Collateral and remove or replace from time to time any receiver or agent; (v) to institute proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral; (vi) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivvii) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vviii) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In case an Event of --------------------------------------- Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or by any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, ; provided that at least 10 days’ written ' notice -------- of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of each Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors Parties (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; provided that, upon the occurrence of a Default under Section 8.6 or 8.7 of the -------- ---- Credit Agreement, the Pledgee may exercise the rights specified in clause (i) above.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral Pledged Stock, Pledged Partnership Interests and Pledged Membership Interests (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);; and (ivv) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written ' notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers (to the extent permitted by law) and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each PledgorPledgor (to the extent permitted by law)), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Concentration Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise have all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Delaware Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, subject to any necessary regulatory approvals, to exercise sell, assign and deliver the following rightswhole or, which each Pledgor hereby agrees from time to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or time, any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest thereinin any part thereof, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all otherwise, each of which demands, advertisements and/or notices are hereby expressly waived by each Pledgor(except the Company shall give 10 days' notice to the Pledgor of the time and place of any sale pursuant to this Section 4), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor net proceeds of any other Secured Creditor shall be liable for failure such sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to collect the care, safekeeping or realize upon otherwise of any or and all of the Collateral or in any way relating to its rights hereunder, including reasonable attorney's fees and legal expenses, to the payment in whole or in part of the principal of and interest on the Promissory Note, in such order as the Company may elect, the Pledgor remaining liable for any deficiency remaining unpaid after such application, and only after so applying such net proceeds and after the payment by the Company of any other amount required by any provision of law, including, without limitation, Section 9-504(l)(c) of the Uniform Commercial Code, need the Company account for the surplus, if any, to the Pledgor. The Pledgor agrees that the Company need not give more than ten days' notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters. No notification need be given to the Pledgor if it has signed after default a statement renouncing or modifying any right to notification of sale or other intended disposition. (b) The Pledgor recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Stock or other securities held as part of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933 (the "Act"), or in the rules and regulations promulgated thereunder, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Stock or such other securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Stock or such other securities were sold at public sale, and that the Company has no obligation to delay the sale of the Pledged Stock or such other securities for the period of time necessary to permit the registration of the Pledged Stock or such other securities for public sale under the Act. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in so doing a commercially reasonable manner. (c) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company pursuant to this Section 4 of the Pledged Stock or other securities held as part of the Collateral, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his best effort to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise have in each case all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Delaware Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, in its sole discretion, to exercise the following rightssell, which each Pledgor hereby agrees resell, assign and deliver all or, from time to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or time, any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Securities, or any interest thereinin or option or right to purchase any part thereof, on any securities exchange on which the Pledged Securities or any of them may be listed, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except that the Company shall give ten days' notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral Pledged Securities so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any other Secured Creditor such sale first to the payment of all costs and ----- expenses, including reasonable attorneys' fees, incurred by the Company in enforcing its rights under this Pledge Agreement and second to the payment of ------ the remaining Note Obligations, and the Pledgor shall continue to be liable for failure any deficiency. (b) The Pledgor recognizes that the Company may be unable to collect effect a public sale of all or realize upon any or all a part of the Collateral Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), or in the rules and regulations promulgated thereunder or in -------------- applicable state securities or "blue sky" laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and agrees that the Company has no obligation to delay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Securities Act and under applicable state Pledge Agreement April 10, 2001 securities or "blue sky" laws. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (c) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company pursuant to this Section 3 of the Pledged Securities, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his or her best efforts to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In case a Noticed Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or by any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction jurisdiction, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral (in each case whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, performance or advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute reasonable discretion may determine, provided that at least 10 days’ written ' notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If Subject to the terms of the Secondary Intercreditor Agreement, if there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers (to the extent permitted by law) and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each PledgorPledgor (to the extent permitted by law)), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Concentration Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as it may be in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise any or each of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral Collateral, including amounts otherwise payable under Section 6 hereof to the PledgorsPledgor pursuant to Section 6(a) hereof; (iib) to transfer have all or any part of the Collateral into the Pledgee’s name or Limited Liability Company Interests registered in the name of Pledgee or its nominee or nomineesnominee; (iiic) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral Limited Liability Company Interests (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral Limited Liability Company Interests and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);; and (ivd) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other propertyProperty, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as the Pledgee may, in its absolute discretion may determinecompliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the PledgorsPledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Trust may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemptionredemption and for purposes of any such bid shall be permitted to use and apply any unpaid part of the Obligations as a credit on account of the purchase price in such sale. Neither the Pledgee nor any other Secured Creditor shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and. (ve) Pledgee may sell the Collateral without giving any warranties as to set-off the Collateral and may specifically disclaim or modify any warranties of title to the Collateral. Pledgor and Pledgee agree, to the fullest extent permitted by applicable law, that Pledgee shall have the right to “credit bid” any or all of the Obligations in connection with any sale or foreclosure proceeding in respect of the Collateral, including without limitation, sales occurring pursuant to Section 363 of the Bankruptcy Code or included as part of any plan subject to confirmation under Section 1129(b)(2)(A)(iii) of the Bankruptcy Code. Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable State securities laws, Trustees may be compelled, with respect to the sale of all or any part of the Collateral against conducted without prior registration or qualification of such Collateral under the Securities Act and/or such State securities laws, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. Pledgor agrees that Trustees shall have no obligation to engage in any and all Obligationspublic sale of any Limited Liability Company Interests or Securities included in the Collateral, even if a public sale would result in a higher price.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (iib) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iiic) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ive) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 30 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vf) to set-off any and all Collateral against any and all ObligationsObligations then due, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations then due.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all accounts described in Section 3.2(a)(v) hereof and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the Pledgee provisions of the Intercreditor Agreement the Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the PledgeeCollateral Agent’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Secured Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Secured Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the PledgorsPledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the PledgorsPledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided PROVIDED that at least 10 days’ ' written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and; (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Mortgagee shall be entitled to exercise have all of the rightsremedies provided to it under the Security Agreement and the Credit Agreement may at its option, powers and remedies (whether vested in it by this Agreement, addition to any other Secured Debt action permitted under this Mortgage, the Security Agreement or the Credit Agreement or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of its nominee the Mortgagor or nominees;otherwise or (F) collect and receive all Rents. The Mortgagee shall be under no liability to Mortgagor for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied pursuant to Section 9.03 of the Credit Agreement. (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Credit Agreement and from time to time to sell, assign and deliverthe other Loan Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee Administrative Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Administrative Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor Grantor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the PledgorsGrantor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor Grantor hereby irrevocably constituting and appointing the Pledgee Administrative Agent the proxy and attorney-in-fact of such PledgorGrantor, with full power of substitution to do so); (iviii) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each PledgorGrantor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Administrative Agent in its absolute discretion may determine, provided that at least 10 days’ ten (10) days written notice of the time and place of any such sale shall be given to Grantor. Upon the Pledgors. occurrence of an Event of Default, Grantor, immediately upon demand by Administrative Agent, shall assemble the Collateral and make it available to Administrative Agent at a place or places to be designated by Administrative Agent, The Pledgee Administrative Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor Grantor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Administrative Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or of equity of redemption. Neither the Pledgee Administrative Agent nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and. (viv) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all accounts referred to Section 3.1(a) hereof and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all any other action permitted under this Mortgage or otherwise available to it by law, statute, in equity or otherwise, take one or more of the rights, powers and remedies (whether vested in it following actions to the greatest extent permitted by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonableapplicable Laws: (i) to receive all amounts payable in respect personally, or by its agents or attorneys, (A) enter into and upon and take possession of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of the Mortgagor or otherwise or (F) collect and receive all Rents. (ii) with or without entry, personally or by its nominee agents or nominees;attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or more sales in one or more parcels, in accordance with the provisions of Section 8.2 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Lien and security interests created and evidenced hereby; or (iii) take such steps to vote all protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any part covenant, condition or agreement in the Credit Agreement and the other Loan Documents, or in aid of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (iib) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iiic) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ive) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vf) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there an Event of Default shall have occurred and be continuing an Event of Defaultcontinuing, then in addition to such other rights and remedies as may be available at law or in every such caseequity, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement the Guarantee or by law) for the protection and enforcement of its rights in respect of the Account Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of Maryland, and also the Collateral Agent shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor Pool Parent hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Account Collateral otherwise payable under Section 6 hereof to the Pledgors;Pool Parent; and (ii) to transfer all or any part of the Account Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees. (b) Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may, upon prior written notice from the Landlord Representative and without notice or liability to Pool Parent, apply any or all amounts in the Pool Cash Collateral Account for any of the following purposes relating to the Guaranteed Obligations, in the following order: (i) reimbursement of the Landlord Representative, the Collateral Agent and the Landlords for all losses and reasonable expenses (including without limitation reasonable legal fees) actually suffered or incurred by such Persons as a result of such Event of Default; (ii) payment of any reasonable amount expended in exercising rights and remedies available to the Collateral Agent, the Landlord Representative or the Landlords at law or in equity or under this Agreement or under the Guarantee; and (iii) payment of any Guaranteed Obligations then due and payable (and if the amount available in the Pool Cash Collateral Account is insufficient to vote pay all or any part of such amounts in full, then the Collateral (whether or not transferred into the name of the Pledgee) amounts then due and give all consents, waivers and ratifications payable to each Landlord in respect of Guaranteed Obligations will be paid pro rata based on the respective amounts of Guaranteed Obligations then due to each Landlord). (c) Every right and remedy granted to the Collateral and otherwise act with respect thereto as though it were Agent under this Agreement or by law may be exercised by the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) Collateral Agent at any time and from time to time to sellas and when provided hereby, assign and deliver, or grant options to purchase, as often as the Collateral Agent may deem it expedient. Any and all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption Agent's rights with respect to the Collateral, whether before or after sale hereunderpledge of and security interest in the Account Collateral granted hereunder shall continue unimpaired, and all rightsPool Parent shall be and remain obligated in accordance with the terms hereof, if anynotwithstanding (i) any proceeding of Pool Parent, CCC, or any Tenant under the United States Bankruptcy Code or any bankruptcy, insolvency or reorganization laws or statutes of marshalling any state, (ii) the release or substitution of Account Collateral at any time, or of any rights or interests therein pursuant to this Agreement, or (iii) any delay, extension of time, renewal, compromise or other indulgence granted by the Collateral and any other security for Agent at the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf written direction of the Secured Creditors may bid for and purchase all or Landlord Representative in the event of any part Event of Default with respect to the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Account Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationsotherwise hereunder.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Beneficiary or the Trustee may at the Beneficiary's option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Deed of Trust or the Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Grantor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Grantor relating thereto and, exclude the Grantor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Beneficiary may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Grantor with respect thereto either in the name of its nominee the Grantor or nomineesotherwise or (F) collect and receive all Rents. The Beneficiary shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Beneficiary shall be applied in accordance with the provisions of the Indenture; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Indenture, the Notes and from time to time to sell, assign and deliverthe Collateral Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale power granted in this Deed of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the CollateralTrust, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Beneficiary shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred (i) Subject to the Intercreditor Agreement, upon the occurrence and be continuing during the continuance of an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, the Indenture, any other Secured Debt Agreement Indenture Documents, and/or in equity or by law, and including, without limitation, all rights and remedies of a secured party of a debtor in default under the Code) for the protection and enforcement of its rights in respect of the Pledged Collateral, and to the fullest extent permitted by applicable law, the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable to such Pledgor in respect of the Pledged Collateral otherwise payable under in accordance with Section 6 hereof to the Pledgors5 hereof; (iib) to transfer all or any part of the Pledged Collateral into the Pledgee’s 's name or the name of its nominee or nomineesnominees for the benefit of the Pledgee and the other Secured Parties; (iiic) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, in accordance with full power of substitution to do so)Section 4 hereof; (ivd) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Collateral in one or more parcels, or any interest therein, at any public or private salesale at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by each such Pledgor), ) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion commercially reasonable judgment may determine, provided . Such Pledgor agrees that to the extent that notice of sale shall be required by law that at least 10 ten (10) calendar days’ written ' notice to such Pledgor of the time (which shall be during normal business hours) and place of any such public sale or the time after which any private sale is to be made shall be given to the Pledgorsconstitute reasonable notification. The Pledgee shall not be obligated to make any such sale of Pledged Collateral regardless of whether any such notice of sale has theretofore having been given. Each The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. Such Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, any of marshalling the Pledged Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Pledged Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any of the other Secured Creditor Parties shall be liable for failure to collect or realize upon any or all of the Pledged Collateral or for any delay in so doing nor shall the Pledgee nor any of them the other Secured Parties be under any obligation to take any action whatsoever with regard thereto; (e) to settle, adjust, compromise and arrange all accounts, controversies, questions, claims and demands whatsoever in relation to all or any part of the Pledged Collateral; (f) in respect of the Pledged Collateral, to execute all such contracts, agreements, deeds, documents and instruments, to bring, defend and abandon all such actions, suits and proceedings, and to take all actions in relation to all or any part of the Pledged Collateral as the Pledgee in its reasonable discretion may determine; (g) to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all as the Pledgee in its reasonable discretion may determine; and (vh) generally, to set-off take all such other action as the Pledgee in its reasonable discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and which the Pledgee may or can do lawfully and to use the name of such Pledgor for the purposes aforesaid and in any proceedings arising therefrom. (ii) During the continuance of any Event of Default, each Pledgor shall retain the right to exercise all voting and other consensual rights relating to all Excluded Capital Stock applicable to it so long as it exercises any such voting or other consensual right in a manner identical to the exercise by the Pledgee of any such voting or other consensual right of the Capital Stock (of the Issuer of such Excluded Capital Stock) constituting Pledged Collateral against any applicable to such Pledgor and (ii) receive and retain all Obligationscash, dividends and distributions that it would otherwise be entitled to exercise or receive and retain in respect of the Excluded Capital Stock applicable to it to the extent, and solely to the extent, that such cash, dividends and distributions are made on a pro rata basis with the Capital Stock (of the Issuer of such Excluded Capital Stock) that constitute Pledged Collateral applicable to such Pledgor.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In case an Event of --------------------------------------- Default shall have occurred and be continuing an Event of Defaultcontinuing, then in each and in every such case, case the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or by any other Secured Debt Agreement Guaranteed Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as UCC (subject, in effect the case of a pledge of Securities, Partnership Interests or Limited Liability Company Interests in any relevant jurisdiction Subsidiary or Joint Venture to the provisions contained in the charter or organizational documents of such Subsidiary or Joint Venture) and also shall be entitled, without limitationentitled (subject to the immediately proceeding parenthetical), to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable to such Pledgor under Section 6 hereof to the Pledgors3.9 hereof; (iib) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (iiic) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ive) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion may determine, provided that at least 10 -------- days’ ' written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vf) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the terms of the ABL Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which with each Pledgor hereby agrees to be agreeing that the rights set forth in clauses (i), (ii), (iii), (iv) and (vi) below are commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to to, upon at least one Business Day’s prior written notice, transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to, upon at least one Business Day’s prior written notice, vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as the Pledgee may, in its absolute discretion may determinecompliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations. (b) It is understood and agreed that in respect of Collateral consisting of Uncertificated Securities, Partnership Interests and Limited Liability Company Interests subject of an agreement substantially in the form of Annex A and as described in Section 3.2(a)(ii), unless an Event of Default has occurred and is continuing, the Pledgee shall not deliver to the issuer of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, a notice stating that the Pledgee is exercising exclusive control of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, under, and as described in such respective agreement.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 7 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 7 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; andthe (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then Default has occurred and in every such caseis continuing, the Pledgee shall be entitled have the right to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise Collateral all the rights and remedies of available to a secured party under the Uniform Commercial Code as in effect at the time in any relevant jurisdiction and also shall be entitledThe Commonwealth of Massachusetts. To the maximum extent permitted by applicable law, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: Pledgee may (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof after only such notice to the Pledgors; (iiPledgor as may be required by applicable law) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliverdeliver the whole or, or grant options from time to purchasetime, all or any part of the Collateral, or any interest thereinin any part thereof, at any private sale or at public auction, with or private sale, without demand of performancedemand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor)otherwise, for cash, on credit or for other property, for immediate or future delivery without delivery, the Pledgor hereby waiving and releasing (to the maximum extent permitted by applicable law) any assumption and all right or equity of credit riskredemption whether before or after sale hereunder; at any such sale the Pledgee may bid for and purchase the whole or any portion of the Collateral and may make payment therefor by any means. The Pledgee shall apply the cash proceeds actually received by it from any sale or other disposition, together with any other moneys at the time held by it hereunder, to the reasonable expenses of retaking, holding, preparing for sale, selling and for such price or prices the like, to reasonable attorneys' fees, brokers' fees and on such terms as all other reasonable expenses which may be incurred by the Pledgee in its absolute discretion may determinecollecting sums due under the 1994 Note, provided that at least 10 days’ written notice the 1995 Note, the Ohio Term Note, any Additional Term Note and/or any of the time other Loan Documents or in enforcing this Agreement; and place then to the Secured Obligations; and any amount remaining in excess of any the sum of (i) such sale expenses and (ii) the Secured Obligations shall be given paid to the PledgorsPledgor. The Pledgee shall not be required to resort to or mars▇▇▇▇ ▇▇▇ present or future security for, or guaranties of, the obligations secured hereby, or to resort to any such security or guaranties in any particular order. The Pledgee's remedies shall be cumulative with all other rights, however existing or arising, and may be exercised concurrently or separately. Neither failure nor delay on the Pledgee's part to exercise any right, remedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, remedy, power or privilege preclude any other further exercise thereof or the exercise of any other right, remedy, power or privilege. The Pledgor recognizes that the Pledgee may be unable to effect a public sale of the Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended, but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obligated to make agree, among other things, to acquire such securities for their own account, for investment, and not with a view to the distribution or resale thereof. The Pledgor agrees that any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives private sales may be at prices and releases on other terms less favorable to the fullest extent permitted by law seller than if sold at public sales and that such private sales shall not be deemed to have been made in a commercially unreasonable manner on account of their private character. The Pledgee shall have no duty or liability to preserve rights pertaining to any right or equity Collateral, except the exercise of redemption reasonable care to (i) assure the safekeeping of Possessory Collateral, (ii) segregate the Possessory Collateral from the assets of the Pledgee, (iii) cause the security interest of the Pledgee in the Collateral to be noted in accordance with customary securities industry standards and practices, and (iv) maintain accurate books and accounts with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, including identification of marshalling such Collateral as being owned by the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all ObligationsPledgor.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section Article 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto. If the Collateral Agent sells any of the Collateral upon credit, the Pledgors will be credited only with payment actually made by the purchaser, received by the Collateral Agent and applied in accordance with Section 7.04 of the Security Agreement. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the same, subject to the same rights and duties set forth herein.; and (vvi) to set-set off any and all Collateral against any and all Secured Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Secured Obligations. Each Pledgor agrees to do or cause to be done all such other acts and things as may be reasonably necessary to make any such disposition or dispositions of all or any portion of the Collateral valid and binding and in compliance with any and all applicable laws, regulations, orders, writs, injunctions, decrees or awards of any and all courts, arbitrators or governmental instrumentalities, domestic or foreign, having jurisdiction over any such sale or sales, all at such Pledgor’s expense.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and (vi) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided PROVIDED that at least 10 days’ written ' notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and; (v) to set-off any and all Collateral against any and all Obligations; and (vi) apply any monies constituting collateral or proceeds thereof (including, without limitation, amounts on deposit in the Operating Accounts) in accordance with the provisions of Section 9.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of DefaultDefault and the Pledgee shall have given notice to the Pledgor of its intent to exercise rights pursuant to this Section 7 (although no such notice shall be required if an Event of Default described in any of clauses (a) through (e) of Section 8.1.9 of the Credit Agreement shall have occurred and be continuing), then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the PledgorsPledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the PledgorsPledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each The Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all accounts referred to Section 3.2(a)(v) hereof and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing During the continuance of an Event of Default, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to the extent permitted under the Credit Documents and applicable law, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iviii) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor, to the extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such public sale or the date after which any such private sale will be held shall be given to the Pledgors. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither To the Pledgee extent permitted by law, neither the Collateral Agent nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and; (viv) to set-off any and all Collateral against any and all Obligations; and (v) apply any monies constituting collateral or proceeds thereof (including, without limitation, amounts on deposit in the Operating Accounts) in accordance with the provisions of Section 9. 8. REMEDIES, ETC., CUMULATIVE. Each and every right, power and remedy of the Collateral Agent provided for in this Agreement or in any other Secured Debt Agreement, or now or hereafter existing at law or in equity or by statute shall be cumulative and concurrent and shall be in addition to every other such right, power or remedy. The exercise or beginning of the exercise by the Collateral Agent of any one or more of the rights, powers or remedies provided for in this Agreement or any other Secured Debt Agreement or now or hereafter existing at law or in equity or by statute or otherwise shall not preclude the simultaneous or later exercise by the Collateral Agent of all such other rights, powers or remedies, and no failure or delay on the part of the Collateral Agent to exercise any such right, power or remedy shall operate as a waiver thereof. No notice to or demand on any Pledgor in any case shall entitle it to any other or further notice or demand in similar or other circumstances or constitute a waiver of any of the rights of the Collateral Agent or any other Secured Creditor to any other or further action in any circumstances without notice or demand. The Secured Creditors agree that this Agreement may be enforced only by the action of the Collateral Agent, in each case acting upon the instructions of the Required Secured Creditors and that no other Secured Creditor shall have any right individually to seek to enforce or to enforce this Agreement or to realize upon the security to be granted hereby, it being understood and agreed that such rights and remedies may be exercised by the Collateral Agent for the benefit of the Secured Creditors upon the terms of this Agreement.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the terms of the ABL/Term Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which with each Pledgor hereby agrees to be agreeing that the rights set forth in clauses (i), (ii), (iii), (iv) and (vi) below are commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as the Pledgee may, in its absolute discretion may determinecompliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Secured Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Secured Obligations. (b) It is understood and agreed that in respect of Collateral consisting of Uncertificated Securities, Partnership Interests and Limited Liability Company Interests subject of an agreement substantially in the form of Annex F and as described in Section 3(b)(i)(B), unless an Event of Default has occurred and is continuing, the Pledgee shall not deliver to the issuer of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, a notice stating that the Pledgee is exercising exclusive control of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, under, and as described in such respective agreement.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In the event that a default shall have occurred under the Note and be continuing an Event of Defaultcontinuing, then and in every such caseafter any applicable cure periods have lapsed, the Pledgee shall be entitled Company may sell, assign and deliver the whole or, from time to exercise all of the rightstime, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name Pledged Interest or the name of its nominee or nominees; (iii) to vote all any interest or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest thereinthereof, at any private sale or at public auction with or private sale, without demand of performancedemand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except that notice of which are hereby waived by each Pledgor)the holding of any such sale shall be given to Pledgor of the Pledged Interest being sold, assigned and delivered not less than ten (10) days before such sale) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on at such terms as the Pledgee Company in its absolute his sole discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all for its own account the whole or any part of the Collateral Pledged Interest so sold free from any such right or to equity of redemption. Neither The proceeds of any sale of all or any part of the Pledgee nor Pledged Interest or any interest therein and any dividends, payments or other Secured Creditor distributions received by the Company in respect to the Pledged Interest (not theretofore applied as herein provided), shall be liable for failure applied by the Company, after deducting all costs and expenses of safekeeping, collection, sale and delivery, to collect the payment or realize upon any or all reduction of the Collateral Obligations unpaid and outstanding, in such manner, order and sequence as the Company, in his sole discretion, may deem appropriate, and the excess, if any, shall be held for the benefit of Pledgor. Neither failure or delay on the part of the Company to exercise any right, remedy, power or privilege provided for any delay herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an any Event of Default, then and in every such caseDefault shall be continuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or by any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, including, without limitation, its rights set forth in SECTION 3 hereof and the Pledgee shall be entitled to exercise all of the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction UCC, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each the Pledgor hereby irrevocably agrees to be commercially reasonable: (ia) to receive all amounts payable or distributable in respect of the Collateral or otherwise payable under Section SECTION 6 hereof to the PledgorsPledgor; (iib) to transfer all or any part of the Collateral into the Pledgee’s 's name or into the name of its nominee or nominees; (iiic) to accelerate any Note pledged hereunder, which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Note pledged hereunder (including, without limitation, to make any demand for payment thereon); (d) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it the Pledgee were the outright owner thereof (each subject to any applicable operating agreement, partnership agreement or other Governing Document in the case of any Collateral constituting a Partnership Interest or Limited Liability Company Interest) (the Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so, pursuant to SECTION 12(b)); (ive) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private saleSale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale Sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each the Pledgor), for cash, on credit or for other propertyProperty, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine; PROVIDED, provided HOWEVER, that at least 10 days’ written ' prior notice of the time and place of any such sale Sale shall be given to the PledgorsPledgor. The Pledgee shall not be obligated to make any such sale Sale of Collateral regardless of whether any such notice of sale Sale has theretofore been given. Each purchaser at any such Sale shall hold the Property so sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby irrevocably waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale Sale hereunder, all rights, if any, to require marshalling of the Collateral or any other security for the Obligations or otherwise, and all rights, if any, of marshalling stay and/or appraisal which it now has or may at any time in the Collateral and any other security for the Obligations future have under rule of law or otherwisestatute now existing or hereafter enacted. At any such saleSale, unless prohibited by applicable lawApplicable Law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vf) to set-off all or any part of the Collateral against all or any part of the Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral against Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an a Noticed Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note in accordance with its terms (including, without limitation, to make any demand for payment thereon in accordance with its terms); (iv) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each PledgorPledgor to the fullest extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that PROVIDED at least 10 days’ ' written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled have the right to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise Collateral all the rights and remedies of available to a secured party under the Uniform Commercial Code as in effect at the time in The Commonwealth of Massachusetts and may also exercise all other rights and remedies permitted under the laws of The Commonwealth of Massachusetts or any relevant jurisdiction other applicable jurisdiction. After the occurrence and also during the continuance of an Event of Default, the Pledgee may, upon ten (10) days' notice in writing to the Pledgor (the Pledgor agreeing that such notice shall be entitleddeemed to meet any requirement for reasonable notice), without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliverdeliver the whole or, or grant options from time to purchasetime, all or any part of the Collateral, or any interest thereinin any part thereof, at any private sale or at public auction, with or private sale, without demand of performancedemand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor)otherwise, for cash, on credit cash or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee in its absolute uncontrolled discretion may determine, provided that the Pledgor hereby waiving and releasing any and all right or equity of redemption whether before or after sale hereunder; at least 10 days’ written notice of the time and place of any such sale the Pledgee may bid for and purchase the whole or any portion of the Collateral and may make payment therefor by any means. The Pledgee shall apply the cash proceeds actually received by it from any sale or other disposition, together with any other moneys at the time held by it hereunder, to the reasonable expenses of retaking, holding, preparing for sale, selling and the like, to reasonable attorneys' fees, and all reasonable legal expenses, travel and other expenses which may be incurred by the Pledgee in collecting or attempting to collect any of the Obligations or to enforce this Agreement or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement; and then to such sums in such order as to principal or interest remaining unpaid as the Pledgee in its sole discretion may reasonably determine, and any surplus shall be given paid to the PledgorsPledgor and the Pledgor shall remain liable for any deficiency. The Pledgee shall not be obligated required to make resort to or ▇▇▇▇▇▇▇▇ any present or future security for, or guaranties of, the obligations secured hereby (including, but not limited to, this Agreement and the Collateral pledged hereunder), or to resort to any such sale of Collateral regardless of whether security or guaranties in any such notice of sale has theretofore been givenparticular order. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to In realizing on the Collateral, whether before the Pledgee shall not be required to give notice to, or after sale hereunderjoin in any action, or otherwise proceed in any way against the Company or any other property now or hereafter pledged to the Pledgee by the Company, the Pledgor or any other Person. The Pledgee's remedies shall be cumulative with all other rights, however existing or arising, and all rightsmay be exercised concurrently or separately. Neither failure nor delay on the Pledgee's part to exercise any right, if anyremedy, power or privilege provided for herein or by statute or at law or in equity shall operate as a waiver thereof, nor shall any single or partial exercise of marshalling the Collateral and any such right, remedy, power or privilege preclude any other security for further exercise thereof or the Obligations exercise of any other right, remedy, power or otherwiseprivilege. At any such sale, unless prohibited by applicable law, The Pledgor recognizes that the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part be unable to effect a public sale of the Collateral so sold free from by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Act"), but may be compelled to resort to one or more private sales thereof to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that any such right or equity of redemptionprivate sales may be at prices and on other terms less favorable to the seller than if sold at public sales and that such private sales shall not be deemed to have been made in a commercially unreasonable manner solely because they were private sales. Neither the The Pledgee nor any other Secured Creditor shall be liable under no obligation to delay a sale for failure the period of time necessary to collect or realize upon any or all permit the issuer of the Collateral or securities to register such securities for any delay in so doing nor shall any of them be public sale under any obligation the Act, even if the issuer would agree to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationsdo so.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Parent shall be entitled to exercise all of have the rightsright, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitationsole discretion, to exercise the following rightssell, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sellresell, assign and deliver, or grant options all or, from time to purchasetime, all or any part of the Collateral, Pledged Collateral or any interest thereinin or option or right to purchase any part thereof, on any securities exchange on which the Pledged Securities may be listed, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except that the Parent shall give ten days' notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Parent shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Parent may bid for and purchase all the whole or any part of the Pledged Collateral so sold free from any such right or equity of redemption. Neither The Parent shall apply the Pledgee nor proceeds of any other Secured Creditor sale first to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Parent in enforcing its rights under this Stock Pledge Agreement, and second to the payment of accrued and unpaid interest on and then of unpaid principal of the Recourse Note. Notwithstanding the foregoing, (i) Pledgor shall be personally liable for failure to collect or realize upon any or all 25% of the entire unpaid principal amount plus 100% of any accrued but unpaid interest owing as of the occurrence of such Event of Default (the "Specified Amount"), (ii) Parent shall have all the remedies of a secured party under the Texas Uniform Commercial Code to satisfy the Specified Amount and (iii) nothing shall require Parent to exercise its rights with respect to the Pledged Collateral prior to or simultaneously with any exercise of its rights against Pledgor. (b) The Pledgor recognizes that the Parent may be unable to effect a public sale of all or a part of any Pledged Securities constituting part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933 or in the rules and regulations promulgated thereunder or in applicable state securities or "blue sky" laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Securities for any delay in their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that private sales so doing nor shall any of them made may be under any at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and that the Parent has no obligation to take any action whatsoever with regard thereto; anddelay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Securities Act of 1933 and under applicable state securities or "blue sky" laws. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (vc) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to set-off effectuate any sale or disposition by the Parent pursuant to this Section 3 of the Pledged Collateral, the Pledgor will execute all such applications and all Collateral against other instruments as may be required in connection with securing any such consent, approval or authorization and all Obligationswill otherwise use the Pledgor's best efforts to secure the same.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may, subject to exercise all the provisions of the rightsany applicable Gaming Laws, powers and remedies (whether vested at its option, in it by this Agreement, addition to any other Secured Debt Agreement action permitted under this Mortgage or the Second Priority Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) personally, or by its agents or attorneys, (A) give notice of such Event of Default to transfer the Lessor under the Mortgaged Lease, (B) to the extent permitted by the Mortgaged Lease, act in all respects as lessee in respect of the Mortgaged Lease and perform on behalf of and for the account of the Mortgagor, any of the obligations of lessee thereunder, (C) enter into and upon and take possession of all or any part of the Collateral into Premises and the Pledgee’s name Leased Premises together with the books, Records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (D) use, operate, manage and control the Premises and the Leased Premises and conduct the business thereof, (E) maintain and restore the Premises and the Leased Premises, (F) make all reasonably necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (G) manage, lease and operate the Premises and the Leased Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of its nominee the Mortgagor or nomineesotherwise or (H) collect and receive all Rents; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Second Priority Indenture, the Second Notes and from time to time to sell, assign and deliverthe other Collateral Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If (a) Subject to the Final Order and any other order made by the Bankruptcy Court in the U.S. Cases, if there shall have occurred and be continuing an a Noticed Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations. (b) After all Events of Default have been cured or waived and the U.S. Borrower has delivered to the Collateral Agent a certificate to that effect, unless the Pledgee has received notice from any Lender that an Event of Default has occurred and is then continuing, each Pledgor shall have the right to exercise the voting rights and powers that such Pledgor would otherwise be entitled to exercise pursuant to the terms of Section 6 hereof.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise have in each case all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Massachusetts Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, in its sole discretion, to exercise the following rightssell, which each Pledgor hereby agrees resell, assign and deliver all or, from time to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or time, any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Securities, or any interest thereinin or option or right to purchase any part thereof, on any securities exchange on which the Pledged Securities or any of them may be listed, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except that the Company shall give ten days' notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral Pledged Securities so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any such sale first to the payment of all ----- costs and expenses, including reasonable attorneys' fees, incurred by the Company in enforcing its rights under this Stock Pledge Agreement and second ------ to the payment of accrued and unpaid interest on (i) the Tax Loan Note and (ii) the Note and third to the payment of unpaid principal of (i) the Tax Loan Note ----- and (ii) the Note. (b) The Pledgor recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Securities Act"), or in the rules and regulations promulgated thereunder or in applicable state securities or "blue sky" laws, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other Secured Creditor things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and agrees that the Company has no obligation to delay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Securities Act and under applicable state securities or "blue sky" laws. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be liable for failure deemed to collect have been made in a commercially reasonable manner. (c) If any consent, approval or realize upon authorization of any state, municipal or all other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company pursuant to this Section 3 of the Collateral Pledged Securities, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his or her best efforts to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for any delay herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of --------------------------------------- Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral Pledged Stock, Pledged Partnership Interests and Pledged Membership Interests (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-attorney- in-fact of such Pledgor, with full power of substitution to do so);; and (ivv) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least -------- 10 days’ written ' notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there Subject to compliance with applicable Gaming Regulations, in the event an Event of Default shall have occurred and be continuing an Event of Defaultcontinuing, then and in every such case, the Pledgee Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the PledgeeCollateral Agent’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each PledgorPledgor to the extent permitted by applicable law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent may, in its absolute discretion may determinecompliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations in accordance with the Guaranty and Collateral Agreement.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the Pledgee provisions of the Intercreditor Agreement, the Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Indenture Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (iib) to transfer all or any part of the Collateral into the PledgeeCollateral Agent’s name or the name of its nominee or nominees; (iiic) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-in- fact of such Pledgor, with full power of substitution to do so); (ive) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each PledgorPledgor to the extent permitted by applicable law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion compliance with any mandatory requirements of applicable law may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Notes Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any other Notes Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vf) to set-set off any and all Collateral against any and all Secured Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Secured Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt action permitted under this Mortgage or the Credit Agreement or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablefullest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of its nominee the Mortgagor or nomineesotherwise or (F) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied, subject to the terms of the Intercreditor Agreement, in accordance with the provisions of Section 8.02 of the Credit Agreement; (iii) with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or more sales in one or more parcels, in accordance with the provisions of Section 11.3 of this Mortgage, a power of sale being hereby granted by Mortgagor to vote all Mortgagee, or any part (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether Lien and security interests created and evidenced hereby; or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);39406775_3 (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Credit Agreement and from time to time to sell, assign and deliverthe other Loan Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall upon five (5) days’ notice to the Pledgors (with a copy to counsel for the Committee and to the United States Trustee for the Southern District of New York) be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors;such Pledgor, (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and (vi) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any --------------------------------------- Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Mortgage or the Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Issuer and the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) personally, or by its agents or attorneys, (A) give notice of such Event of Default to transfer the Lessor under the Mortgaged Lease, (B) to the extent permitted by the Mortgaged Lease, act in all respects as lessee under the Mortgaged Lease and perform on behalf of and for the account of the Mortgagor any of the obligations of lessee thereunder, (C) enter into and upon and take possession of all or any part of the Collateral into Leased Premises, together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto, and exclude the Mortgagor, its agents and servants wholly therefrom, (D) use, operate, manage and control the Leased Premises and conduct the business thereof, (E) maintain and restore the Leased Premises, (F) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (G) manage, lease and operate the Leased Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of its nominee the Mortgagor or nomineesotherwise or (H) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied in accordance with the provisions of the Indenture; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and ------------ prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Indenture, the Notes and from time to time to sell, assign and deliverthe Collateral Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorseach Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral Pledged Stock (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such each Pledgor, with full power of substitution to do so);; and (ivv) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that . Each purchaser at least 10 days’ written notice of the time and place of any such sale shall be given to hold the Pledgors. The Pledgee shall not be obligated to make property so sold absolutely free from any such sale claim or right on the part of Collateral regardless of whether any such notice of sale has theretofore been given. Each each Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the all Secured Creditors (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Administrative Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party creditor upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction UCC, and also the Administrative Agent shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors;such Pledgor, (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees[intentionally omitted]; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeAdministrative Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Administrative Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and (v) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Administrative Agent in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee Administrative Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest full extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee Administrative Agent on behalf of the all Secured Creditors Parties (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Administrative Agent nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any Intercreditor Agreement, any other Secured Debt Agreement, Section 11 of the Loan Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all accounts described in Section 3.2(a)(v) hereof and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise vote the Pledged Securities and shall have all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Delaware Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, subject to exercise the following rightsany necessary regulatory approvals, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliverdeliver the whole or, or grant options from time to purchasetime, all or any part of the CollateralPledged Securities, or any interest thereinin any part thereof, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except the Company shall give 10 days' notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 3), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may uncontrolled discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral Pledged Securities so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys fees, incurred by the Company in enforcing its rights under this Pledge Agreement and then to the payment of interest on and principal of the Notes, with such payments to be applied to accrued interest or principal payable under either of the Notes, in the Company's uncontrolled discretion. (b) The Pledgor recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Act"), or in the rules and regulations promulgated thereunder, but may be compelled to revere to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other Secured Creditor things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and that the Company has no obligation to delay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Act. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be liable for failure deemed to collect have been made in a commercially reasonable manner. (c) If any consent, approval or realize upon authorization of any state, municipal or all other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company pursuant to this Section 3 of the Collateral Pledged Securities, or any partial disposition of the Pledged Securities, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his best effort to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for any delay herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise have all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Ohio Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, subject to exercise the following rightsany necessary regulatory approvals, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliverdeliver the whole or, or grant options from time to purchasetime, all or any part of the CollateralPledged Securities, or any interest thereinin any part thereof, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except the Company shall give ten (10) days’ notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 5), for cash, on and credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral Pledged Securities so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys’ fees, incurred by the Company in enforcing its rights under this Agreement and then to the payment of interest on and principal of the Note, with such payments to be applied in such order as the Company determines in its sole discretion. (b) The Pledgor recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the “Act”), or in the rules and regulations promulgated thereunder, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other Secured Creditor things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and that the Company has no obligation to delay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Act; provided, however, that no private sale shall be liable for failure to collect or realize upon any or all made of the Collateral Pledged Securities to any Affiliate (as defined in the Management Stockholders Agreement) of the Company or Odyssey at a price per share of Surviving Corporation Common Stock less than the lesser of (i) the then Fair Market Value per share or (ii) the Initial Price per share of such Surviving Corporation Common Stock (as each term is defined in the Management Stockholders Agreement), subject to adjustment to reflect any stock split, stock dividend, combination of shares, merger or other adjustment to the Surviving Corporation Common Stock. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (c) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company of the Pledged Securities pursuant to this Section 5, or any partial disposition of the Pledged Securities, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his or her best efforts to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for any delay herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any --------------------------------------- Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Mortgage or the Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Issuer and the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of its nominee the Mort- gagor or nomineesotherwise or (F) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied in accordance with the provisions of the Indenture; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) ------------ institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Indenture, the Notes and from time to time to sell, assign and deliverthe Collateral Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there Subject, in each case, to Section 28, if an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Collateral Agent (acting pursuant to Article Six of the Indenture) shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party creditor upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction UCC, and also the Collateral Agent (acting pursuant to Article Six of the Indenture) shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors;such Pledgor, (iib) to transfer all or any part of the Collateral into the PledgeeCollateral Agent’s name or the name of its nominee or nominees; (iiic) upon three (3) Business Days prior written notice to the applicable Pledgor, to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivd) to set off any and all Collateral against any and all Obligations; (e) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each PledgorPledgor to the extent permitted by law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest full extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the all Notes Secured Creditors Parties (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any other Notes Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the terms of the ABL/Term Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which with each Pledgor hereby agrees to be agreeing that the rights set forth in clauses (i), (ii), (iii), (iv) and (vi) below are commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as the Pledgee may, in its absolute discretion may determinecompliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Secured Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Secured Obligations. (b) It is understood and agreed that in respect of Collateral consisting of Uncertificated Securities, Partnership Interests and Limited Liability Company Interests subject of an agreement substantially in the form of Annex F and as described in Section 3(b)(i)(B), unless an Event of Default has occurred and is continuing, the Pledgee shall not deliver to the issuer of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, a notice stating that the Pledgee is exercising exclusive control of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, under, and as described in such respective agreement.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Administrative Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document, or by lawapplicable Law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Administrative Agent shall be entitled, without limitation, limitation to exercise any or all of the following rights, rights which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof 5 to the Pledgorsa Pledgor; (ii) to transfer all or any part of the Collateral into the PledgeeAdministrative Agent’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeAdministrative Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Administrative Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);; and (iv) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Administrative Agent in its absolute discretion may determine, provided that at least 10 days’ written notice (or such longer period as may be required by law) of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make relevant Pledgor; each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by applicable law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At , and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted; at any such sale, unless prohibited by applicable law, the Pledgee Administrative Agent on behalf of the all Secured Creditors Parties (or certain of them) may bid for and purchase (by credit bid of the Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither ; and neither the Pledgee Administrative Agent nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to any Applicable Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) Following written notice to such Pledgor (provided that no such notice shall be required if any Event of Default under Section 8.01(f) of the Credit Agreement has occurred and is continuing), to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to appoint by instrument in writing a receiver (which term as used in this Agreement includes a receiver and manager) or agent of all or any part of the Collateral and remove or replace from time to time any receiver or agent; (v) to institute proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral; (vi) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor▇▇▇▇▇▇▇, with full power of substitution to do so); (ivvii) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vviii) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing In case an Event of Default, then and in every such caseDefault occurs or exists, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, the Loan Agreement, any other Secured Debt Agreement Loan Documents, and/or in equity or by law, and including, without limitation, all rights and remedies of a secured party of a debtor in default under the UCC) for the protection and enforcement of its rights in respect of the Collateral, and to the fullest extent permitted by applicable law, the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 5 hereof to the PledgorsPledgor; (iib) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iiic) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so)thereof; (ivd) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralCollateral in one or more parcels, or any interest therein, at any public or private salesale at any exchange, broker’s board or at any of the Pledgee’s offices or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by each the Pledgor), ) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided . Pledgor agrees that to the extent that notice of sale shall be required by law that at least 10 ten (10) calendar days’ written notice to the Pledgor of the time (which shall be during normal business hours) and place of any such public sale or the time after which any private sale is to be made shall be given to the Pledgorsconstitute reasonable notification. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore having been given. Each The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralcollateral, whether before or after sale hereunder, and all rights, if any, any of marshalling the Collateral and any other security for the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the The Pledgee nor any other Secured Creditor shall not be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them the Pledgee be under any obligation to take any action whatsoever with regard thereto; (e) to settle, adjust, compromise and arrange all accounts, controversies, questions, claims and demands whatsoever in relation to all or any part of the Collateral; (f) in respect of the Collateral, to execute all such contracts, agreements, deeds, documents and instruments, to bring, defend and abandon all such actions, suits and proceedings, and to take all actions in relation to all or any part of the Collateral as the Pledgee in its absolute discretion may determine; (g) to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all of the Pledgee in its absolute discretion may determine; and (vh) generally, to set-off take all such other action as the Pledgee in its absolute discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and all Collateral against which the Pledgee may or can do lawfully and to use the name of the Pledgor for the purposes aforesaid and in any and all Obligationsproceedings arising therefrom.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall (subject to prior Liens in respect of Existing Collateral) be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ ' written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-set off any and all Collateral against any and all Obligations, and subject to the Intercreditor Agreements, apply the Existing Collateral to the payment of the Obligations. (b) Subject to prior Liens in respect of Existing Collateral, if there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so).

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred Upon the occurrence and be continuing during the continuance of an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, the Indenture, any other Secured Debt Agreement Indenture Documents, and/or in equity or by law, and including, without limitation, all rights and remedies of a secured party of a debtor in default under the Code) for the protection and enforcement of its rights in respect of the Pledged Collateral, and to the fullest extent permitted by applicable law, the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also (but shall not be entitledobligated), without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable to such Pledgor in respect of the Pledged Collateral otherwise payable under Section 6 hereof to the Pledgorsin accordance with SECTION 5 hereof; (iib) to transfer all or any part of the Pledged Collateral into the Pledgee’s 's name or the name of its nominee or nomineesnominees for the benefit of the Pledgee and the other Secured Parties; (iiic) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, in accordance with full power of substitution to do so)SECTION 4 hereof; (ivd) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Collateral in one or more parcels, or any interest therein, at any public or private salesale at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by each such Pledgor), ) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion commercially reasonable judgment may determine, provided . Such Pledgor agrees that to the extent that notice of sale shall be required by law that at least 10 ten (10) calendar days’ written ' notice to such Pledgor of the time (which shall be during normal business hours) and place of any such public sale or the time after which any private sale is to be made shall be given to the Pledgorsconstitute reasonable notification. The Pledgee shall not be obligated to make any such sale of Pledged Collateral regardless of whether any such notice of sale has theretofore having been given. Each The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. Such Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, any of marshalling the Pledged Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Pledged Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any of the other Secured Creditor Parties shall be liable for failure to collect or realize upon any or all of the Pledged Collateral or for any delay in so doing nor shall the Pledgee nor any of them the other Secured Parties be under any obligation to take any action whatsoever with regard thereto; (e) to settle, adjust, compromise and arrange all accounts, controversies, questions, claims and demands whatsoever in relation to all or any part of the Pledged Collateral; (f) in respect of the Pledged Collateral, to execute all such contracts, agreements, deeds, documents and instruments, to bring, defend and abandon all such actions, suits and proceedings, and to take all actions in relation to all or any part of the Pledged Collateral as the Pledgee in its reasonable discretion may determine; (g) to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all as the Pledgee in its reasonable discretion may determine; and (vh) generally, to set-off take all such other action as the Pledgee in its reasonable discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and all Collateral against which the Pledgee may or can do lawfully and to use the name of such Pledgor for the purposes aforesaid and in any and all Obligationsproceedings arising therefrom.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of DefaultDefault has occurred and is continuing, then and in every such case, addition to the actions referred to in Section 5.2 the Pledgee shall be entitled may take any or all of the following actions, without demand of performance or other demand, advertisement or notice of any kind to or upon Pledgors or any other Person (except as specified in Section 8.1(b)) all and each of which are hereby expressly waived by Pledgors: (a) The Pledgee may, in its own name or at its sole option in the name of any Pledgor, exercise any or all of the rights, powers and privileges of, and pursue any or all of the remedies (whether vested in it by this Agreementaccorded to, any other Secured Debt Agreement Pledgor under the Collateral and may exclude such Pledgor and all Persons claiming by, through or by law) for the protection under such Pledgor wholly or partly therefrom, including in such rights, privileges and enforcement remedies, but without limitation, all rights of its rights such Pledgor to demand, receive, ▇▇▇ for, compromise and settle all payments in respect of the Collateral, and the Pledgee shall be entitled in connection therewith to exercise all rights and remedies thereunder which such Pledgor could enforce if this Agreement had not been made. (b) The Pledgee may forthwith collect, recover, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, assign, give an option or options to purchase, contract to sell or otherwise dispose of and deliver the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange, broker's board or at any of the Pledgee's offices or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Pledgee need not make any sale of Collateral even if notice thereof has been given, may reject any and all bids that in its commercially reasonable discretion it shall deem inadequate, and may adjourn any public or private sale. Pledgors hereby acknowledge that the Collateral (other than the LLC Interest) is of a type that could decline speedily in value and is also of a type customarily sold on a recognized market, in each case within the meaning of Section 9-504 of the UCC as in effect in any applicable jurisdiction, and that the Pledgee need not give any notice to Pledgors prior to any sale of the Collateral at any exchange, broker's board or in any other recognized market. Without limiting the foregoing, each Pledgor agrees that, with respect to any of the Collateral, the Pledgee need not give more than five days notice of the time and place of any public sale or of the time after which a private sale or other intended disposition is to take place and that such notice is reasonable notification of such matters, and waives all other demands or notices of any kind. (c) In addition to the rights described in the foregoing clauses (a) and (b), with respect to the LLC Interest, the Pledgee may (i) use, operate, store, control or manage the LLC Interest, including without limitation carrying on the business of Red Tulip and exercising all rights and powers of Entree relating to the LLC Interest, and (ii) transfer all rights in and under the Red Tulip Operating Agreement, including without limitation (but subject to the terms of the Red Tulip Operating Agreement) the right to become a substitute Member (as such term is defined in the Red Tulip Operating Agreement) of Red Tulip. At the request of the Pledgee, Entree and ▇▇▇▇▇▇▇▇ shall promptly execute and deliver all instruments of title and other documents as the Pledgee may deem necessary or advisable to permit the Pledgee to fully exercise its rights hereunder. (d) The Pledgee may, as a matter of right and without notice to any Pledgor or any Person claiming by, through or under any Pledgor, cause the appointment of a receiver for all or any part of the Collateral. (e) In addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, the Pledgee will have and may exercise with respect to any or all of the Collateral all of the rights and remedies of a secured party under the Uniform Commercial Code as UCC and all other legal and equitable remedies allowed under applicable law. 1. Each Pledgor waives to the full extent permitted by law the benefit of all appraisement, valuation, stay, extension, moratorium and redemption laws now or hereafter in effect force and all rights of marshaling in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect event of the sale of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, . Each Pledgor will execute and for deliver such price or prices and on such terms documents as the Pledgee deems advisable or necessary in its absolute discretion may determine, provided order that at least 10 days’ written notice of the time and place of any such sale shall or disposition be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption made in compliance with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all . Any sale or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all disposition of the Collateral or for any delay part thereof or interest therein in so doing nor shall the exercise of any of them be remedy hereunder will constitute a perpetual bar against each Pledgor and any Persons claiming by, through or under any obligation Pledgor. Upon any such sale or other disposition, the receipt of the officer or agent making the sale or other disposition or of the Pledgee is a sufficient discharge to take any action whatsoever with regard thereto; and (v) the purchaser for the purchase money, and such purchaser will have no duty to set-off any and all Collateral against any and all Obligationssee to the application thereof.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of DefaultDefault and the Collateral Agent has provided notice that it is exercising its rights under this Section 7, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement advertisement, or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make consummate any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of --------------------------------------- Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Mortgage or the Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Issuer and the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mort- gagor with respect thereto either in the name of its nominee the Mortgagor or nomineesotherwise or (F) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied in accordance with the provisions of the Indenture; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Indenture, the Notes and from time to time to sell, assign and deliverthe Collateral Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement advertisement, or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ ' written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make consummate any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event --------------------------------------- of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt action permitted under this Mortgage or the Credit Agreement or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) personally, or by its agents or attorneys, (A) give notice of such Event of Default to transfer Lessor, (B) to the extent permitted by the Mortgaged Lease, act in all respects as lessee in respect of the Mortgaged Lease and perform, on behalf of and for the account of Mortgagor, any of the obligations of lessee thereunder, (C) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part books, records and accounts of the Collateral Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (whether D) use, operate, manage and control the Premises and conduct the business thereof, (E) maintain and restore the Premises, (F) make all necessary or not transferred into proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (G) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem Mortgagor or otherwise or (H) collect and receive all of which are hereby waived Rents. The Mortgagee shall be under no liability for or by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place reason of any such sale taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.applied as follows:

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Administrative Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party creditor upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction UCC, and also the Administrative Agent shall be entitled, without limitation, to exercise any or all of the following rights, which each the Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof of this Agreement to the Pledgors;Pledgor, (ii) to transfer all or any part of the Collateral into the PledgeeAdministrative Agent’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeAdministrative Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each the Pledgor hereby irrevocably constituting and appointing the Pledgee Administrative Agent the proxy and attorney-in-fact of such the Pledgor, with full power of substitution to do so); (iv) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and (v) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Administrative Agent in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the PledgorsPledgor. The Pledgee Administrative Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of the Pledgor, and the Pledgor hereby waives and releases to the fullest full extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee Administrative Agent on behalf of the all Secured Creditors Parties (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Administrative Agent nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and; (v) to set-off any and all Collateral against any and all Obligations.; and (vi) apply any monies constituting collateral or proceeds thereof (including, without limitation, amounts on deposit in the Operating Accounts) in accordance with the provisions of

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Company shall be entitled to exercise vote the Pledged Securities and shall have all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Delaware Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitledCode, and, without limitationlimiting the foregoing, shall have the right, subject to exercise the following rightsany necessary regulatory approvals, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliverdeliver the whole or, or grant options from time to purchasetime, all or any part of the CollateralPledged Securities, or any interest thereinin any part thereof, at any private sale or at public auction, with or private sale, without demand of performanceperformance or other demand, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all except the Company shall give 10 days' notice to the Pledgor of which are hereby waived by each Pledgorthe time and place of any sale pursuant to this Section 5), for cash, on and credit or for other property, for immediate or future delivery without any assumption of credit riskdelivery, and for such price or prices and on such terms as the Pledgee Company shall, in its absolute discretion may sole discretion, determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives waiving and releases to the fullest extent permitted by law releasing any and all right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, sale the Pledgee on behalf of the Secured Creditors Company may bid for and purchase all the whole or any part of the Collateral Pledged Securities so sold free from any such right or equity of redemption. Neither The Company shall apply the Pledgee nor proceeds of any such sale first to the payment of all costs and expenses, including reasonable attorneys' fees, incurred by the Company in enforcing its rights under this Agreement and then to the payment of interest on and principal of the Note, with such payments to be applied in the Company's sole discretion. (b) The Pledgor recognizes that the Company may be unable to effect a public sale of all or a part of the Pledged Securities by reason of certain prohibitions contained in the Securities Act of 1933, as amended (the "Act"), or in the rules and regulations promulgated thereunder, but may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other Secured Creditor things, to acquire the Pledged Securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor agrees that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Securities were sold at public sale, and that the Company has no obligation to delay the sale of the Pledged Securities for the period of time necessary to permit the registration of the Pledged Securities for public sale under the Act; provided, however, that no private sale shall be liable for failure to collect or realize upon any or all made of the Collateral Pledged Securities to any Affiliate (as defined in the Stockholder's Agreement) of the Company or Hubcap Acquisition L.L.C. ("Hubcap Acquisition") at a price per share of Common Stock less than the lesser of (i) the then Market Price Per Share or (ii) the Initial Price Per Share of such Common Stock (each as defined in the Stockholder's Agreement), subject to adjustment to reflect any stock split, stock dividend, combination of shares, merger or other adjustment to Common Stock. The Pledgor agrees that a private sale or sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. (c) If any consent, approval or authorization of any state, municipal or other governmental department, agency or authority should be necessary to effectuate any sale or disposition by the Company pursuant to this Section 5 of the Pledged Securities, or any partial disposition of the Pledged Securities, the Pledgor will execute all such applications and other instruments as may be required in connection with securing any such consent, approval or authorization, and will otherwise use his or her best efforts to secure the same. (d) Neither failure nor delay on the part of the Company to exercise any right, remedy, power or privilege provided for any delay herein or by statute or at law or in so doing equity shall operate as a waiver thereof, nor shall any single or partial exercise of them be under any obligation to take such right, remedy, power or privilege preclude any action whatsoever with regard thereto; and (v) to set-off other or further exercise thereof or the exercise of any and all Collateral against any and all Obligationsother right, remedy, power or privilege.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under NEWYORK 9251668 (2K) the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) Following written notice to such Pledgor (provided that no such notice shall be required if any Event of Default under Section 11.05 of the Credit Agreement has occurred and is continuing), to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to appoint by instrument in writing a receiver (which term as used in this Agreement includes a receiver and manager) or agent of all or any part of the Collateral and remove or replace from time to time any receiver or agent; (v) to institute proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral; (vi) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivvii) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from NEWYORK 9251668 (2K) any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vviii) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Mortgagee may at its option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Mortgage or the Indenture or by law) for the protection and enforcement of its rights , statute or in respect equity, take one or more of the Collateral, and following actions to the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonablegreatest extent permitted by local law: (i) by written notice to receive all amounts payable in respect the Mortgagor, declare the entire unpaid amount of the Collateral otherwise Secured Obligations to be due and payable under Section 6 hereof to the Pledgorsimmediately; (ii) to transfer personally, or by its agents or attorneys, (A) enter into and upon and take possession of all or any part of the Collateral into Premises together with the Pledgee’s name books, records and accounts of the Mortgagor relating thereto and, exclude the Mortgagor, its agents and servants wholly therefrom, (B) use, operate, manage and control the Premises and conduct the business thereof, (C) maintain and restore the Premises, (D) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Mortgagee may deem advisable, (E) manage, lease and operate the Premises and carry on the business thereof and exercise all rights and powers of the Mortgagor with respect thereto either in the name of its nominee the Mortgagor or nomineesotherwise to the extent permitted by applicable law or (F) collect and receive all Rents. The Mortgagee shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Mortgagee shall be applied in accordance with the applicable provisions of the Indenture and the Intercreditor Agreement; (iii) to vote with or without entry, personally or by its agents or attorneys, (A) sell the Mortgaged Property and all estate, right, title and interest, claim and demand therein at one or any part more sales in one or more parcels, in accordance with the provisions of Section 11.3 or (B) institute and prosecute proceedings for the complete or partial foreclosure of the Collateral (whether or not transferred into the name of the Pledgee) Lien and give all consents, waivers security interests created and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so);evidenced hereby; or (iv) take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any time covenant, condition or agreement in the Indenture, the Notes and from time to time to sell, assign and deliverthe Security Documents, or grant options to purchase, all or any part in aid of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place execution of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateralpower granted in this Mortgage, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor foreclosure hereunder, or for the enforcement of any other appropriate legal or equitable remedy or otherwise as the Mortgagee shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligationselect.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred Upon the occurrence and be continuing during the continuance of an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, the Loan Agreement, any other Secured Debt Agreement Loan Documents, and/or in equity or by law, and including, without limitation, all rights and remedies of a secured party of a debtor in default under the Code) for the protection and enforcement of its rights in respect of the Pledged Collateral, and to the fullest extent permitted by applicable law, the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also (but shall not be entitledobligated), without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable to such Pledgor in respect of the Pledged Collateral otherwise payable under Section 6 hereof to the Pledgorsin accordance with SECTION 5 hereof; (iib) to transfer all or any part of the Pledged Collateral into the Pledgee’s 's name or the name of its nominee or nomineesnominees for the benefit of the Pledgee and the other Secured Parties; (iiic) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Pledged Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, in accordance with full power of substitution to do so)SECTION 4 hereof; (ivd) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the CollateralPledged Collateral in one or more parcels, or any interest therein, at any public or private salesale at any exchange, broker's board or at any of the Pledgee's offices or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which which, except as may be required by mandatory provisions of applicable law, are hereby expressly and irrevocably waived by each such Pledgor), ) for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion commercially reasonable judgment may determine, provided . Such Pledgor agrees that to the extent that notice of sale shall be required by law that at least 10 ten (10) calendar days’ written ' notice to such Pledgor of the time (which shall be during normal business hours) and place of any such public sale or the time after which any private sale is to be made shall be given to the Pledgorsconstitute reasonable notification. The Pledgee shall not be obligated to make any such sale of Pledged Collateral regardless of whether any such notice of sale has theretofore having been given. Each The Pledgee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned. Such Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Pledged Collateral, whether before or after sale hereunder, and all rights, if any, any of marshalling the Pledged Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Pledged Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any of the other Secured Creditor Parties shall be liable for failure to collect or realize upon any or all of the Pledged Collateral or for any delay in so doing nor shall the Pledgee nor any of them the other Secured Parties be under any obligation to take any action whatsoever with regard thereto; (e) to settle, adjust, compromise and arrange all accounts, controversies, questions, claims and demands whatsoever in relation to all or any part of the Pledged Collateral; (f) in respect of the Pledged Collateral, to execute all such contracts, agreements, deeds, documents and instruments, to bring, defend and abandon all such actions, suits and proceedings, and to take all actions in relation to all or any part of the Pledged Collateral as the Pledgee in its reasonable discretion may determine; (g) to appoint managers, sub-agents, officers and servants for any of the purposes mentioned in the foregoing provisions of this Section and to dismiss the same, all as the Pledgee in its reasonable discretion may determine; and (vh) generally, to set-off take all such other action as the Pledgee in its reasonable discretion may determine as incidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section and all Collateral against which the Pledgee may or can do lawfully and to use the name of such Pledgor for the purposes aforesaid and in any and all Obligationsproceedings arising therefrom.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the terms of the Intercreditor Agreement, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which with each Pledgor hereby agrees to be agreeing that the rights set forth in clauses (i), (ii), (iii), (iv) and (vi) below are commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to to, upon at least one Business Day’s prior written notice, transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to, upon at least one Business Day’s prior written notice, vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as the Pledgee may, in its absolute discretion may determinecompliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations. (b) It is understood and agreed that in respect of Collateral consisting of Uncertificated Securities, Partnership Interests and Limited Liability Company Interests subject of an agreement substantially in the form of Annex A and as described in Section 3.2(a)(ii), unless an Event of Default has occurred and is continuing, the Pledgee shall not deliver to the issuer of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, a notice stating that the Pledgee is exercising exclusive control of such Uncertificated Securities, Partnership Interests or Limited Liability Company Interests, as the case may be, under, and as described in such respective agreement.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there any --------------------------------------- Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled Grantors hereby acknowledge and agree that the Beneficiary or the Trustee may, at the Beneficiary's option, in addition to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement action permitted under this Deed of Trust or the Indenture or by law, statute or in equity, take one or more of the following actions to the greatest extent permitted by local law: (i) by written notice to the Issuer, declare the entire unpaid amount of the Secured Obligations to be due and payable immediately; (ii) personally, or by its agents or attorneys, (A) give notice of such Event of Default to the Lessors under the Mortgaged Leases, (B) act in all respects as lessee under the Mortgaged Leases and perform on behalf of and for the protection account of the applicable Grantor any of the obligations of lessee thereunder, (C) enter into and upon and take possession of all or any part of the Owned Premises and Leased Premises together with the books, records and accounts of the Grantors relating thereto and, exclude the Grantors, their respective agents and servants wholly therefrom, (D) use, operate, manage and control the Leased Premises and conduct the business thereof, (E) maintain and restore the Owned Premises and Leased Premises, (F) make all necessary or proper repairs, renewals and replacements and such useful Alterations thereto and thereon as the Beneficiary may deem advisable, (G) manage, lease and operate the Owned Premises and Leased Premises and carry on the business thereof and exercise all rights and powers of the Grantors with respect thereto either in the name of the Grantors or otherwise or (H) collect and receive all Rents. The Beneficiary shall be under no liability for or by reason of any such taking of possession, entry, removal or holding, operation or management except that any amounts so received by the Beneficiary shall be applied in accordance with the provisions of the Indenture; (iii) commence foreclosure proceedings through the Trustee by filing with the Trustee written notice declaring the default and Beneficiary's election and demand that the Mortgaged Property (en mass or in separate parcels) be advertised and sold under the power of sale granted by this Deed of Trust and in accordance with the statutes of Colorado; (iv) commence an action in any court of competent jurisdictions to judicially foreclosure this Deed of Trust or take such steps to protect and enforce its rights whether by action, suit or proceeding at law or in equity for the specific performance of any covenant, condition or agreement in the Indenture, the Notes and the Collateral Documents, or in aid of the execution of any power granted in this Deed of Trust, or for any foreclosure hereunder, or for the enforcement of its rights in respect of any other appropriate legal or equitable remedy or otherwise as the Collateral, and the Pledgee Beneficiary shall be entitled to elect; or (v) exercise all the rights and remedies set forth in Article XII, including all rights of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all ObligationsUCC.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that that, at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and; (v) to set-off any and all Collateral against any and all Obligations; and (vi) apply any monies constituting collateral or proceeds thereof (including, without limitation, amounts on deposit in the Earnings Accounts) in accordance with the provisions of Section 9.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee Administrative Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Agreement or any other Secured Debt Agreement Loan Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party creditor upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction UCC, and also the Administrative Agent shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise to such Pledgor payable under Section 6 hereof to the Pledgors;hereof, (ii) to transfer all or any part of the Collateral into the PledgeeAdministrative Agent’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the PledgeeAdministrative Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Administrative Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) to set off any and all Collateral against any and all Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Obligations; and (v) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption by any Secured Party of credit risk, and for such price or prices and on such terms as the Pledgee Administrative Agent in its absolute discretion may determine, provided that at least 10 days’ prior written notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee Administrative Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest full extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee Administrative Agent on behalf of the all Secured Creditors Parties (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Administrative Agent nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there (a) In case an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, Pledge Agreement or any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise including, without limitation, all the rights and remedies of a secured party upon default under the Uniform Commercial Code as in effect in any relevant jurisdiction of the State of New York, and also the Pledgee shall be entitled, without limitation, to exercise any or all of the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorssuch Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s 's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote all or any part of the Collateral Pledged Stock, Pledged Partnership Interests and Pledged Membership Interests (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-attorney in fact of such Pledgor, with full power of substitution to do so);; and (ivv) at any time and or from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 business days’ written ' notice of the time and place of any such sale shall be given to the Pledgorssuch Pledgor. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each purchaser at any such sale shall hold the property so sold absolutely free from any claim or right on the part of any Pledgor, and each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise, and all rights, if any, of stay and/or appraisal which it now has or may at any time in the future have under rule of law or statute now existing or hereafter enacted. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors all Banks (or certain of them) may bid for and purchase (by bidding in Obligations or otherwise) all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor Bank shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them it be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there an Event of Default shall have occurred and be continuing an Event of Default, then and in every such casecontinuing, the Pledgee shall be entitled to exercise all of have the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its following rights in respect of the CollateralPledged Stock, and the Pledgee shall be entitled in addition to exercise all the any rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonableprovided by law: (i) to receive all amounts payable in respect of vote the Collateral otherwise payable under Section 6 hereof to the Pledgors;Pledged Stock; and (ii) to transfer all or any part of convert the Collateral Pledged Stock which is Class A Common Stock into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention Pledged Stock which is Common Stock and/or to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor)Pledged Stock, for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that upon at least 10 business days’ written ' prior notice to the Pledgor of the time and place of any such sale shall be given to (which notice the Pledgors. The Pledgor and the Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each agree is reasonable), for cash or upon credit or for future delivery, the Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and waiving all rights, if any, of marshalling marshaling the Collateral Pledged Stock and any other security for the Obligations or otherwise. At any such Notes, at the option and in the complete discretion of the Pledgee, either: (A) at public sale, unless prohibited by applicable lawincluding a sale at any broker's board or exchange; or (B) at private sale, in which event such notice shall also contain the terms of the proposed sale and the Pledgor shall have until the time of such proposed sale in which to procure a purchaser willing, ready and able to purchase the Pledged Stock on terms no less favorable to the Pledgee and the holders of the Notes, and if such a purchaser is so procured, the Pledgee shall sell the Pledged Stock to the purchaser so procured; and (iii) on behalf of the Secured Creditors may holders of the Notes, to bid for the Pledged Stock and, in lieu of paying cash therefor, to make settlement for the selling price by crediting ratably upon the outstanding principal of, and purchase interest and prepayment premium, if any, on the Notes, and any other sums due under the Agreement, the net selling price after deducting all reasonable costs and expenses incurred in connection therewith. The Pledgee, upon so acquiring the Pledged Stock, shall be entitled to hold, deal with and sell the same in any manner not prohibited by applicable laws. From time to time the Pledgee may, but shall not be obligated to, postpone the time and change the place of any proposed sale of any of the Pledged Stock which has been noticed as provided above, upon at least 5 days' prior notice to the Pledgor (which notice the Pledgor and the Pledgee agree is reasonable) of the new time and place of such sale whenever, in the judgment of the Pledgee, such postponement or change is necessary or appropriate in order that the provisions of this Pledge Agreement applicable to such sale may be fulfilled or in order to obtain more favorable conditions under which such sale may take place. The method, manner, time, place and terms of any such sale of Pledged Stock must be commercially reasonable. (b) In case of any sale by the Pledgee of the Pledged Stock on credit or for future delivery, which may be elected at the option and in the complete discretion of the Pledgee, the Pledged Stock so sold may be retained by the Pledgee until the selling price is paid by the purchaser, but the Pledgee shall incur no liability in case of failure of the purchaser to take up and pay for the Pledged Stock so sold. In case of any such failure, such Pledged Stock so sold may be again similarly sold. After deducting all reasonable costs and expenses of every kind, the Pledgee shall ratably apply the residue of the proceeds of any sale or sales to pay the principal of, and interest and prepayment premium, if any, on the Notes and any other sums due under the Agreement. The excess, if any, shall be paid to the Pledgor, except as may otherwise be required by law. (c) Neither failure nor delay on the part of the Collateral so sold free from Pledgee to exercise any such right right, remedy, power or privilege provided for herein or by statute or at law or in equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing operate as a waiver thereof, nor shall any single or partial exercise of them any such right, remedy, power or privilege preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. (d) The Pledgor recognizes that, in taking actions pursuant to this Paragraph 6, the Pledgee may be unable to effect a public sale of all or a part of the Pledged Stock by reason of certain requirements contained in the Securities Act of 1933, as amended, or any similar federal statute then in effect, and under any the applicable securities or "blue sky" laws of one or more of the states (such Act, statute and laws being herein collectively called the "Securities Act"), but may, notwithstanding the rights and agreements set forth in Paragraph 7 below, deem it necessary or appropriate to resort to one or more private sales to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or sale thereof. The Pledgor agrees, notwithstanding the rights and agreements set forth in Paragraph 7 below, that such private sales so made may be at prices and on other terms less favorable to the seller than if such securities were sold at public sales, and the Pledgee has no obligation to take delay sale of any action whatsoever with regard thereto; and (v) such securities for the period of time necessary to set-off any and all Collateral against any and all Obligationspermit the issuer of such securities, even if such issuer would agree, to register such securities for public sale under applicable securities laws. The Pledgor agrees that private sales made under the foregoing circumstances shall be deemed to have been made in a commercially reasonable manner.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. (a) If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the Pledgee terms of the ABL/Term Intercreditor Agreement, the Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Credit Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code PPSA and the UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which with each Pledgor hereby agrees to be agreeing that the rights set forth in clauses (i), (ii), (iii), (iv) and (vi) below are commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (ii) to transfer all or any part of the Collateral into the Pledgee’s Collateral Agent's name or the name of its nominee or nominees; (iii) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (iv) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (ivv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and at such time or times, at such place or places and on such terms as the Pledgee Collateral Agent may, in its absolute discretion may determinecompliance with any mandatory requirements of applicable law, determine to be commercially reasonable, provided that at least 10 days’ ' written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. The Collateral Agent may also accept the Collateral in satisfaction of the Secured Obligations. Neither the Pledgee Collateral Agent nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vvi) to set-set off any and all Collateral against any and all Secured Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Secured Obligations. (b) It is understood and agreed that in respect of Collateral consisting of Uncertificated Securities and Partnership Interests subject of an agreement substantially in the form of Annex E and as described in Section 3(b)(i)(B), unless an Event of Default has occurred and is continuing, the Collateral Agent shall not deliver to the issuer of such Uncertificated Securities or Partnership Interests, as the case may be, a notice stating that the Collateral Agent is exercising exclusive control of such Uncertificated Securities or Partnership Interests, as the case may be, under, and as described in such respective agreement. (c) The Collateral Agent may take proceedings in any court of competent jurisdiction for the appointment of a receiver (which term includes a receiver and manager) of the Collateral or may by appointment in writing appoint any person to be a receiver of the Collateral. The Collateral Agent may remove any receiver appointed by it and appoint another in its place, and may determine the remuneration of any receiver, which may be paid from the proceeds of the Collateral in priority to other Secured Obligations. Any receiver appointed by the Collateral Agent shall, to the extent permitted by applicable law, have all of the rights, benefits and powers of the Collateral Agent under this Agreement, the PPSA or otherwise. Any receiver shall be deemed the agent of the Obligors and the Agent shall not be in any way responsible for any misconduct or negligence of any receiver.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 7 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 ten (10) days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of ​ ​ ​ the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, the Pledgee shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement or by law) for the protection and enforcement enforce­ment of its rights in respect of the Collateral, and the Pledgee shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following fol­lowing rights, which each Pledgor hereby agrees to be commercially reasonable: (i) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgors; (ii) to transfer all or any part of the Collateral into the Pledgee’s name or the name of its nominee or nominees; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of the Pledgee) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee the proxy and attorney-in-fact of such Pledgor, with full power of substitution to do so); (iv) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise (all of which are hereby waived by each Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee in its absolute discretion may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgors. The Pledgee shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for the Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee on behalf of the Secured Creditors may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee nor any other Secured Creditor shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (v) to set-off any and all Collateral against any and all Obligations.

REMEDIES IN CASE OF AN EVENT OF DEFAULT. If there shall have occurred and be continuing an Event of Default, then and in every such case, subject to the Pledgee provisions of the Intercreditor Agreement the Collateral Agent shall be entitled to exercise all of the rights, powers and remedies (whether vested in it by this Agreement, any other Secured Debt Agreement Facility Document or by law) for the protection and enforcement of its rights in respect of the Collateral, and the Pledgee Collateral Agent shall be entitled to exercise all the rights and remedies of a secured party under the Uniform Commercial Code UCC as in effect in any relevant jurisdiction and also shall be entitled, without limitation, to exercise the following rights, which each Pledgor hereby agrees to be commercially reasonable: (ia) to receive all amounts payable in respect of the Collateral otherwise payable under Section 6 hereof to the Pledgorsrespective Pledgor; (iib) to transfer all or any part of the Collateral into the PledgeeCollateral Agent’s name or the name of its nominee or nominees; (iiic) to accelerate any Pledged Note which may be accelerated in accordance with its terms, and take any other lawful action to collect upon any Pledged Note (including, without limitation, to make any demand for payment thereon); (d) to vote (and exercise all rights and powers in respect of voting) all or any part of the Collateral (whether or not transferred into the name of the PledgeeCollateral Agent) and give all consents, waivers and ratifications in respect of the Collateral and otherwise act with respect thereto as though it were the outright owner thereof (each Pledgor hereby irrevocably constituting and appointing the Pledgee Collateral Agent the proxy and attorney-in-in- fact of such Pledgor, with full power of substitution to do so); (ive) at any time and from time to time to sell, assign and deliver, or grant options to purchase, all or any part of the Collateral, or any interest therein, at any public or private sale, without demand of performance, advertisement or or, notice of intention to sell or of the time or place of sale or adjournment thereof or to redeem or otherwise purchase or dispose (all of which are hereby waived by each PledgorPledgor to the extent permitted by applicable law), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms as the Pledgee Collateral Agent in its absolute discretion compliance with any mandatory requirements of applicable law may determine, provided that at least 10 days’ written notice of the time and place of any such sale shall be given to the Pledgorsrespective Pledgor. The Pledgee Collateral Agent shall not be obligated to make any such sale of Collateral regardless of whether any such notice of sale has theretofore been given. Each Pledgor hereby waives and releases to the fullest extent permitted by law any right or equity of redemption with respect to the Collateral, whether before or after sale hereunder, and all rights, if any, of marshalling the Collateral and any other security for or the Secured Obligations or otherwise. At any such sale, unless prohibited by applicable law, the Pledgee Collateral Agent on behalf of the Secured Creditors Parties may bid for and purchase all or any part of the Collateral so sold free from any such right or equity of redemption. Neither the Pledgee Collateral Agent nor any other Secured Creditor Party shall be liable for failure to collect or realize upon any or all of the Collateral or for any delay in so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and (vf) to set-set off any and all Collateral against any and all Secured Obligations, and to withdraw any and all cash or other Collateral from any and all Collateral Accounts and to apply such cash and other Collateral to the payment of any and all Secured Obligations.