Common use of Remedies Upon Actionable Default Clause in Contracts

Remedies Upon Actionable Default. If any ^| Actionable Default shall have occurred and be continuing, the Collateral Trustee, acting at the direction of any Enforcing Party, may: (a) exercise, in addition to other rights and remedies available to it, all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised except to the extent that the exercise of such rights would violate any mandatory provisions of law) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; and 15,16 (b) take, in the name or in the name of the Pledgor, such action as the Collateral Trustee may at any time reasonably determine to be necessary or advisable to cure any default under the Assigned Agreements and to protect the rights of the Pledgor or the Collateral Trustee thereunder. The Collateral Trustee shall incur no liability if any action so taken by it, or on its behalf, shall prove to be inadequate or invalid, and the Pledgor agrees to indemnify and hold the Collateral Trustee and its officers, employees, agents and representatives harmless against and from all claims, demands, lawsuits, losses, costs, liabilities and expenses (including, without limitation, attorneys’ fees, court costs and investigation expenses) incurred by the Collateral Trustee or any of such officers, employees, agents or representatives in connection with any such action or by reason of or in connection with the exercise by the Collateral Trustee of any of its other rights under this Agreement, except that neither the Collateral Trustee nor its officers, employees, agents or representatives shall be entitled to any indemnity hereunder for any loss, cost, liability or expense arising out of its or their gross negligence or willful misconduct.

Remedies Upon Actionable Default. If any ^| and only if the Collateral Agent shall have received a notice of an Actionable Default, and during such time as such notice of an Actionable Default shall not have occurred been withdrawn in accordance with the provisions of Section 10, the Required Secured Parties may send to the Collateral Agent in writing, with copies sent simultaneously to each of the other Secured Parties (or, as to the Banks, to the Bank Agent, which will then distribute it to the Banks) and the Company, a demand for the exercise by the Collateral Agent, subject to the provisions of this Section 11, of rights, powers and remedies hereunder and under the Security Documents (a "REMEDIES DEMAND"). A Remedies Demand may be continuingincluded in a notice of Actionable Default or Notice of Default which also is a notice of Actionable Default. Upon the issuance of a Remedies Demand, all of the Secured Obligations shall become due and payable. After receipt of a Remedies Demand, the Collateral TrusteeAgent shall exercise such of the rights, acting at the direction of any Enforcing Party, may: (a) exercise, in addition to other rights powers and remedies available to it, all the rights of a secured party under the UCC (whether or not in effect it hereunder and in the jurisdiction where Security Documents as it is instructed to exercise by the Required Secured Parties in writing directed to the Collateral Agent, with copies to the other Secured Parties (which instructions may be included in the Remedies Demand) and the Company. The date the Collateral Agent is so directed to exercise any remedies pursuant to this Section 11 is the "Remedies Date"; provided, however, that with respect to any rights, powers and remedies pertaining to the Cash Collections, the Cash Deposits, and/or notification to Account Debtors pursuant to 9-502(1) of the applicable Uniform Commercial Code, the Collateral Agent may (i) prohibit the withdrawal by the Company of any Collateral maintained with any Secured Party or of any Cash Deposits, and (ii) 101 require the Company to deposit all Cash Collections either with the Collateral Agent or an Approved Depository, and/or direct all Approved Depositories to remit Cash Deposits to the Collateral Agent, pursuant to Section 3.1.11(b) of the Security Agreement, if it determines in good faith that such rights are exercised except prohibition and/or requirement will promote and protect the interests of the Secured Parties and maximize both the value of such Collateral and the present value of the ratable recovery by each of the Secured Parties on the Secured Obligations; provided, further, that (1) the Secured Parties agree that none of them may instruct the Collateral Agent to refrain from exercising any rights, powers or remedies expressly authorized by the Required Secured Parties pursuant to this Section, and any instruction in violation of this provision shall be of no force or effect and shall be disregarded by the Collateral Agent, (2) if and to the extent that the instructions of the Secured Parties are in conflict, then the Collateral Agent shall exercise of such rights would violate any mandatory provisions of law) and such additional rights the rights, powers and remedies to required by the instructions which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; and 15,16 (b) takeit determines, in good faith, will promote and protect the name or in the name interests of the Pledgor, such action as Secured Parties and maximize both the value of the Collateral Trustee may at any time reasonably determine to be necessary or advisable to cure any default under and the Assigned Agreements and to protect the rights present value of the Pledgor or recovery by each of the Secured Parties on the Secured Obligations, and (3) once instructions have been received from the Required Secured Parties, as required by and in accordance with this Section 11, the actions of the Collateral Trustee thereunder. The Collateral Trustee Agent shall incur no liability if any action so taken by it, or on its behalf, shall prove to be inadequate or invalid, governed thereby and the Pledgor agrees to indemnify and hold the Collateral Trustee and its officers, employees, agents and representatives harmless against and from all claims, demands, lawsuits, losses, costs, liabilities and expenses (including, without limitation, attorneys’ fees, court costs and investigation expenses) incurred by the Collateral Trustee or Agent shall not take any of such officers, employees, agents or representatives in connection with any such further action or by reason of or in connection with the exercise by the Collateral Trustee of any of its other rights under this Agreementwhich would be contrary thereto, except that neither the Collateral Trustee nor its officers, employees, agents or representatives shall be entitled to any indemnity hereunder for any loss, cost, liability or expense arising out of its or their gross negligence or willful misconductas provided in subclause (2) above.

Remedies Upon Actionable Default. (a) If any ^| an Actionable Default shall have occurred and be continuing, the Collateral Trustee, acting at Agent may exercise (or cause its sub-agents to exercise) any or all of the direction of any Enforcing Party, may: (a) exercise, in addition to other rights and remedies available to itit (or to such sub-agents) under this Agreement (b) Without limiting the generality of the foregoing, if an Actionable Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised exercised) with respect to any Collateral and, in addition, the Collateral Agent may, without being required to give any notice, except to the extent that the exercise of such rights would violate any as herein provided or as may be required by mandatory provisions of law) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; and 15,16 (b) take, in the name sell or in the name otherwise dispose of the PledgorCollateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such action time or times and at such price or prices and upon such other terms as the Collateral Trustee Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Agent, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time reasonably determine to be necessary in the future have under any rule of law or advisable to cure any default under the Assigned Agreements and to protect the rights of the Pledgor statute now existing or the Collateral Trustee thereunderhereafter enacted. The Collateral Trustee Agent shall incur no liability if not be obliged to make any action so taken sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by it, or on its behalf, shall prove to be inadequate or invalidannouncement at the time and place fixed therefor, and such sale may, without further notice, be made at the Pledgor agrees time and place to indemnify and hold which it was so adjourned. To the maximum extent permitted by law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Trustee Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its officersdoing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (c) Notice of any such sale or other disposition shall be given to the relevant Grantor(s) as (and if) required by Section 17. (d) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, employeeseach Grantor hereby grants to the Collateral Agent an irrevocable non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors), agents to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and representatives harmless against including in such license access to all media in which any of the licensed items may be recorded or stored and from to all claims, demands, lawsuits, losses, costs, liabilities computer software and expenses (including, without limitation, attorneys’ fees, court costs and investigation expenses) incurred programs used for the compilation or printout thereof. The use of such license by the Collateral Trustee Agent may be exercised only upon the occurrence and during the continuation of an Actionable Default; provided, however, that any license, sublicense or any of such officers, employees, agents or representatives in connection with any such action or by reason of or in connection with the exercise other transaction entered into by the Collateral Trustee Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Actionable Default. In addition, such license shall be deemed to include the following terms and restrictions: (i) any and all use of any Trademark pursuant to such license shall be of its other rights a nature and quality consistent with the goodwill and reputation of such Trademark and past practices of the Grantor that owns such Trademark, (ii) all goodwill arising from any licensed use of any Trademark shall inure to the benefit of the owner of such Trademark, (iii) the licensee shall provide customary intellectual property notices and designations, including appropriate patent, trademark and copyright notices, in each case, in a manner consistent with the past practices of each Grantor and (iv) any licensed trade secrets shall be maintained in confidence and their trade secret status shall be maintained, in each case, subject to any requirements to disclose such trade secrets under this Agreementapplicable law or as required by any governmental body, except that neither agency or court (it being understood that, to the extent practicable and not prohibited by applicable law, the Collateral Trustee nor its officers, employees, agents or representatives Agent shall be entitled use commercially reasonable efforts to notify the Grantor of any indemnity hereunder for any loss, cost, liability or expense arising out of its or their gross negligence or willful misconductsuch disclosure).

Remedies Upon Actionable Default. (a) If any ^| an Actionable Default shall have occurred and be continuing, the Collateral Trustee, acting at Agent may exercise (or cause its sub-agents to exercise) any or all of the direction of any Enforcing Party, may: (a) exercise, in addition to other rights and remedies available to itit (or to such sub-agents) under the Collateral Documents with respect to the Available Portion of the Collateral. (b) Without limiting the generality of the foregoing, if an Actionable Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised exercised) with respect to any Personal Property Collateral and, in addition, the Collateral Agent may, without being required to give any notice, except to the extent that the exercise of such rights would violate any as herein provided or as may be required by mandatory provisions of law) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; and 15,16 (b) take, in the name sell or in the name otherwise dispose of the PledgorCollateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such action time or times and at such price or prices and upon such other terms as the Collateral Trustee Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Agent, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time reasonably determine to be necessary in the future have under any rule of law or advisable to cure any default under the Assigned Agreements and to protect the rights of the Pledgor statute now existing or the Collateral Trustee thereunderhereafter enacted. The Collateral Trustee Agent shall incur no liability if not be obliged to make any action so taken sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by it, or on its behalf, shall prove to be inadequate or invalidannouncement at the time and place fixed therefor, and such sale may, without further notice, be made at the Pledgor agrees time and place to indemnify and hold which it was so adjourned. To the maximum extent permitted by law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Trustee Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its officersdoing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (c) If the Collateral Agent sells any of the Collateral upon credit, employeesthe Grantors will be credited only with payment actually made by the purchaser, agents and representatives harmless against and from all claims, demands, lawsuits, losses, costs, liabilities and expenses (including, without limitation, attorneys’ fees, court costs and investigation expenses) incurred received by the Collateral Trustee Agent and applied in accordance with Section 14 hereof. 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. (d) Notice of any such sale or other disposition shall be given to the relevant Grantor(s) as (and if) required by Section 16. (e) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such officersGrantor, employeesand including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised only upon the occurrence and during the continuation of an Actionable Default; provided, agents however, that any license, sublicense or representatives other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Actionable Default. (f) The foregoing provisions of this Section shall apply to Real Property Collateral only to the extent permitted by applicable law and the provisions of any applicable Mortgage or other document. (g) Each Grantor hereby covenants that on the earlier to occur of (i) the occurrence of a default under any Secured Document, (ii) such time as Spectrum becomes a “well-known seasoned issuer” as defined under the Securities Act rules and regulations, and (iii) at any time that the Liquid Collateral Coverage Ratio is less than 1.75 to 1, the Issuer will be required to exercise all of its contractual rights and use its commercially reasonable efforts to, as promptly as possible, cause Spectrum to file and become effective a shelf registration that shall be in form suitable for use by the Collateral Agent in connection with any such action or by reason disposition of or Spectrum Equity Interests constituting part of the Collateral in connection with any exercise of remedies, and to keep such shelf registration statement effective at all times until the exercise earlier of the time (i) the Secured Obligations are repaid in full or (ii) all Spectrum Equity Interests pledged as Collateral hereunder have been disposed of by the Collateral Trustee of any of its other rights under this Agreement, except that neither the Collateral Trustee nor its officers, employees, agents or representatives shall be entitled to any indemnity hereunder for any loss, cost, liability or expense arising out of its or their gross negligence or willful misconductAgent.

Remedies Upon Actionable Default. If any ^| and only if the Collateral Agent shall have received a notice of an Actionable Default, and during such time as such notice of an Actionable Default shall not have occurred been withdrawn in accordance with the provisions of Section 10, the Required Secured Parties may send to the Collateral Agent in writing, with copies sent simultaneously to each of the other Secured Parties (or, as to the Banks, to the Bank Agent, which will then distribute it to the Banks) and the Company, a demand for the exercise by the Collateral Agent, subject to the provisions of this Section 11, of rights, powers and remedies hereunder and under the Security Documents (a "REMEDIES DEMAND"). A Remedies Demand may be continuingincluded in a notice of Actionable Default or Notice of Default which also is a notice of Actionable Default. Upon the issuance of a Remedies Demand, all of the Secured Obligations shall become due and payable. After receipt of a Remedies Demand, the Collateral TrusteeAgent shall exercise such of the rights, acting at the direction of any Enforcing Party, may: (a) exercise, in addition to other rights powers and remedies available to it, all the rights of a secured party under the UCC (whether or not in effect it hereunder and in the jurisdiction where Security Documents as it is instructed to exercise by the Required Secured Parties in writing directed to the Collateral Agent, with copies to the other Secured Parties (which instructions may be included in the Remedies Demand) and the Company. The date the Collateral Agent is so directed to exercise any remedies pursuant to this Section 11 is the "Remedies Date"; provided, however, that with respect to any rights, powers and remedies pertaining to the Cash Collections, the Cash Deposits, and/or notification to Account Debtors pursuant to 9-502(1) of the applicable Uniform Commercial Code, the Collateral Agent may (i) prohibit the withdrawal by the Company of any Collateral maintained with any Secured Party or of any Cash Deposits, and (ii) require the Company to deposit all Cash Collections either with the Collateral Agent or an Approved Depository, and/or direct all Approved Depositories to remit Cash Deposits to the Collateral Agent, pursuant to Section 3.1.11(b) of the Security Agreement, if it determines in good faith that such rights are exercised except prohibition and/or requirement will promote and protect the interests of the Secured Parties and maximize both the value of such Collateral and the present value of the 189 ratable recovery by each of the Secured Parties on the Secured Obligations; provided, further, that (1) the Secured Parties agree that none of them may instruct the Collateral Agent to refrain from exercising any rights, powers or remedies expressly authorized by the Required Secured Parties pursuant to this Section, and any instruction in violation of this provision shall be of no force or effect and shall be disregarded by the Collateral Agent, (2) if and to the extent that the instructions of the Secured Parties are in conflict, then the Collateral Agent shall exercise of such rights would violate any mandatory provisions of law) and such additional rights the rights, powers and remedies to required by the instructions which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; and 15,16 (b) takeit determines, in good faith, will promote and protect the name or in the name interests of the Pledgor, such action as Secured Parties and maximize both the value of the Collateral Trustee may at any time reasonably determine to be necessary or advisable to cure any default under and the Assigned Agreements and to protect the rights present value of the Pledgor or recovery by each of the Secured Parties on the Secured Obligations, and (3) once instructions have been received from the Required Secured Parties, as required by and in accordance with this Section 11, the actions of the Collateral Trustee thereunder. The Collateral Trustee Agent shall incur no liability if any action so taken by it, or on its behalf, shall prove to be inadequate or invalid, governed thereby and the Pledgor agrees to indemnify and hold the Collateral Trustee and its officers, employees, agents and representatives harmless against and from all claims, demands, lawsuits, losses, costs, liabilities and expenses (including, without limitation, attorneys’ fees, court costs and investigation expenses) incurred by the Collateral Trustee or Agent shall not take any of such officers, employees, agents or representatives in connection with any such further action or by reason of or in connection with the exercise by the Collateral Trustee of any of its other rights under this Agreementwhich would be contrary thereto, except that neither the Collateral Trustee nor its officers, employees, agents or representatives shall be entitled to any indemnity hereunder for any loss, cost, liability or expense arising out of its or their gross negligence or willful misconductas provided in subclause (2) above.

Remedies Upon Actionable Default. (a) If any ^| an Actionable Default shall have occurred and be continuing, the Collateral Trustee, acting at Trustee may exercise (or cause its sub-agents to exercise) any or all of the direction of any Enforcing Party, may: (a) exercise, in addition to other rights and remedies available to itit (or to such sub-agents) under the Security Documents. (b) Without limiting the generality of the foregoing, if an Actionable Default shall have occurred and be continuing, the Collateral Trustee may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised exercised) with respect to any Personal Property Collateral and, in addition, the Collateral Trustee may, without being required to give any notice, except to the extent that the exercise of such rights would violate any as herein provided or as may be required by mandatory provisions of law) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; and 15,16 (b) take, in the name sell or in the name otherwise dispose of the PledgorCollateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Trustee’s offices or elsewhere, for cash, on credit or for future delivery, at such action time or times and at such price or prices and upon such other terms as the Collateral Trustee may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Trustee, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Trustee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Trustee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Trustee or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time reasonably determine to be necessary in the future have under any rule of law or advisable to cure any default under the Assigned Agreements and to protect the rights of the Pledgor statute now existing or the Collateral Trustee thereunderhereafter enacted. The Collateral Trustee shall incur no liability if not be obliged to make any action so taken sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by it, or on its behalf, shall prove to be inadequate or invalidannouncement at the time and place fixed therefor, and such sale may, without further notice, be made at the Pledgor agrees time and place to indemnify which it was so adjourned. To the maximum extent permitted by law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and hold does not offer such Collateral to more than one offeree. The Collateral Trustee may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its doing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (c) If the Collateral Trustee sells any of the Collateral upon credit, the Grantors will be credited only with payment actually made by the purchaser, received by the Collateral Trustee and its officersapplied in accordance with Section 14 hereof. In the event the purchaser fails to pay for the Collateral, employeesthe Collateral Trustee may resell the same, agents subject to the same rights and representatives harmless against duties set forth herein. (d) Notice of any such sale or other disposition shall be given to the relevant Grantor(s) as (and from if) required by Section 16. (e) For the purpose of enabling the Collateral Trustee to exercise rights and remedies under this Agreement at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Trustee an irrevocable license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and including in such license access to all claims, demands, lawsuits, losses, costs, liabilities media in which any of the licensed items may be recorded or stored and expenses (including, without limitation, attorneys’ fees, court costs to all computer software and investigation expenses) incurred programs used for the compilation or printout thereof. The use of such license by the Collateral Trustee may be exercised only upon the occurrence and during the continuation of an Actionable Default; provided, however, that any license, sublicense or any of such officers, employees, agents or representatives in connection with any such action or by reason of or in connection with the exercise other transaction entered into by the Collateral Trustee in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Actionable Default. (f) The foregoing provisions of this Section shall apply to Real Property Collateral only to the extent permitted by applicable law and the provisions of any of its applicable Mortgage or other rights under this Agreement, except that neither the Collateral Trustee nor its officers, employees, agents or representatives shall be entitled to any indemnity hereunder for any loss, cost, liability or expense arising out of its or their gross negligence or willful misconductdocument.

Remedies Upon Actionable Default. (a) If any ^| an Actionable Default shall have occurred and be continuing, the Collateral Trustee, acting at Agent may exercise (or cause its sub-agents to exercise) any or all of the direction of any Enforcing Party, may: (a) exercise, in addition to other rights and remedies available to itit (or to such sub-agents) under the Collateral Documents with respect to the Available Portion of the Collateral. (b) Without limiting the generality of the foregoing, if an Actionable Default shall have occurred and be continuing, the Collateral Agent may exercise on behalf of the Secured Parties all the rights of a secured party under the UCC (whether or not in effect in the jurisdiction where such rights are exercised exercised) with respect to any Personal Property Collateral and, in addition, the Collateral Agent may, without being required to give any notice, except to the extent that the exercise of such rights would violate any as herein provided or as may be required by mandatory provisions of law) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted; and 15,16 (b) take, in the name sell or in the name otherwise dispose of the PledgorCollateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at any of the Collateral Agent’s offices or elsewhere, for cash, on credit or for future delivery, at such action time or times and at such price or prices and upon such other terms as the Collateral Trustee Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral. To the maximum extent permitted by applicable law, any Secured Party may be the purchaser of any or all of the Collateral at any such sale and (with the consent of the Collateral Agent, which may be withheld in its discretion) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply all of any part of the Secured Obligations as a credit on account of the purchase price of any Collateral payable at such sale. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay or appraisal that it now has or may at any time reasonably determine to be necessary in the future have under any rule of law or advisable to cure any default under the Assigned Agreements and to protect the rights of the Pledgor statute now existing or the Collateral Trustee thereunderhereafter enacted. The Collateral Trustee Agent shall incur no liability if not be obliged to make any action so taken sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by it, or on its behalf, shall prove to be inadequate or invalidannouncement at the time and place fixed therefor, and such sale may, without further notice, be made at the Pledgor agrees time and place to indemnify and hold which it was so adjourned. To the maximum extent permitted by law, each Grantor hereby waives any claim against any Secured Party arising because the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Trustee Agent accepts the first offer received and does not offer such Collateral to more than one offeree. The Collateral Agent may disclaim any warranty, as to title or as to any other matter, in connection with such sale or other disposition, and its officersdoing so shall not be considered adversely to affect the commercial reasonableness of such sale or other disposition. (c) If the Collateral Agent sells any of the Collateral upon credit, employeesthe Grantors will be credited only with payment actually made by the purchaser, agents and representatives harmless against and from all claims, demands, lawsuits, losses, costs, liabilities and expenses (including, without limitation, attorneys’ fees, court costs and investigation expenses) incurred received by the Collateral Trustee Agent and applied in accordance with Section 14 hereof. 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. (d) Notice of any such sale or other disposition shall be given to the relevant Grantor(s) as (and if) required by Section 16. (e) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable license (exercisable without payment of royalty or other compensation to the Grantors), to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such officersGrantor, employeesand including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised only upon the occurrence and during the continuation of an Actionable Default; provided, agents however, that any license, sublicense or representatives other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Actionable Default. (f) The foregoing provisions of this Section shall apply to Real Property Collateral only to the extent permitted by applicable law and the provisions of any applicable Mortgage or other document. (g) Each Grantor hereby covenants that on the earlier to occur of (i) the occurrence of a default under any Secured Document, (ii) such time as Spectrum becomes a “well-known seasoned issuer” as defined under the Securities Act rules and regulations, and (iii) at any time that the Liquid Collateral Coverage Ratio is less than 1.75 to 1, the Issuer will be required to exercise all of its contractual rights and use its commercially reasonable efforts to, as promptly as possible, cause Spectrum to file and become effective a shelf registration that shall be in form suitable for use by the Collateral Agent in connection with any such action or by reason disposition of or Spectrum Equity Interests constituting part of the Collateral in connection with any exercise of remedies, and to keep such shelf registration statement effective at all times until the exercise earlier of the time (i) the Secured Obligations are repaid in full or (ii) all Spectrum Equity Interests pledged as Collateral hereunder have been disposed of by the Collateral Trustee Agent. (h) After all Actionable Defaults have been cured or waived, at the direction of any of its other rights under this Agreementthe Majority Holders, except that neither the Collateral Trustee nor its officers, employees, agents or representatives Agent shall be entitled enter into an amendment to any indemnity hereunder Deposit Account Control Agreement that requires such Deposit Account Control Agreement be amended for any loss, cost, liability or expense arising out the purpose of its or their gross negligence or willful misconductterminating the Collateral Agent’s exclusive control as a result of an Actionable Default over the related Deposit Account in the instance the Collateral Agent exercised remedies over the related Deposit Account (but otherwise such amendment will ensure the Collateral Agent retains Control of such Deposit Account).