Common use of Remedies Upon Default Clause in Contracts

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, it is agreed that the Administrative Agent shall have the right to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may sell the Collateralto (a) subject to Section 3.06, vote all or any part thereofof the Pledged Equity Interests (whether or not transferred into the name of the Administrative Agent) and give all consents, waivers and ratifications in respect of the Collateral and (b) sell or otherwise dispose of all or any part of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict take the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldactions set forth in Section 4.03. Each such purchaser at any such sale of Collateral shall hold the property sold absolutely free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' ’ prior written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (orbut not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor Loan Document Obligations as a credit against on account of the purchase price, and it may, upon compliance with price for any Collateral payable by the terms Administrative Agent on behalf of sale, hold, retain and dispose of the Secured Parties at such property without further accountability to such Pledgor thereforsale or other disposition. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an (a) If any Event of DefaultDefault shall have occurred and be continuing, subject to applicable regulatory and legal requirements, the Collateral Agent may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Code as in effect in the State of New York (or any other state with jurisdiction over the Pledged Collateral) at that time, and Collateral Agent may also in its sole discretion, without notice (except as specified below), sell the Collateral, Pledged Collateral or any part thereof, thereof in one or more parcels at public or private sale or sale, at any exchange, broker's board or on at any securities exchangeof Collateral Agent's offices or elsewhere, for cash, upon on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as the Collateral Agent shall may deem appropriatecommercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. The Collateral Agent shall Agent, on behalf of Obligee, may be authorized the purchaser of any or all of the Pledged Collateral at any such sale (if it deems it advisable and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to do so) to restrict use and apply any of the prospective bidders or purchasers to persons who will represent and agree that they are purchasing Secured Obligations as a credit on account of the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation purchase price of any such sale the Pledged Collateral payable by Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldat such sale. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any Pledgor 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. The Collateral Agent Pledgors agree that, to the extent notice of sale shall give a Pledgor be required by law, at least 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning to Pledgors of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangeshall constitute reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have having been given. The Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In Each Pledgor hereby waives any claims against Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. If the proceeds of any sale or other disposition of the Pledged Collateral are insufficient to pay all the Secured Obligations, Pledgors shall be liable for the deficiency and the fees of any attorneys employed by Collateral Agent to collect such deficiency, subject in the case of the Subsidiary Pledgors to any limitations contained in the Guarantees. (b) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as from time to time amended (the "SECURITIES ACT"), and applicable state securities laws, Collateral Agent may be compelled, with respect to any sale of all or any part of the Pledged Collateral is made on credit conducted without prior registration or qualification of such Pledged 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 Pledged Collateral for future deliverytheir own account, for investment and not with a view to the Collateral so sold distribution or resale thereof. Each Pledgor acknowledges that any such private sales may be retained by at prices and on terms less favorable to Collateral Agent than those obtainable through a public sale without such restrictions (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances and the registration rights granted to the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereofpursuant to SECTION 13, but the Collateral Agent shall not incur any liability in case each Pledgor agrees that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) private sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as deemed to have been made in a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement commercially reasonable manner and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into no obligation to engage in public sales and no obligation to delay the sale of any Pledged Collateral for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such an agreement issuer would, or should, agree to so register it. (c) If Collateral Agent determines to exercise its right to sell any or all Events of Default the Pledged Collateral, upon written request, Pledgors shall have been remedied and the Obligations paid in full. As an alternative shall cause each issuer of any Pledged Shares to exercising the power of sale herein conferred upon it, the be sold hereunder from time to time to furnish to Collateral Agent all such information as Collateral Agent may proceed request in order to determine the number of shares and other instruments included in the Pledged Collateral which may be sold by a suit or suits at law or Collateral Agent in equity to foreclose upon exempt transactions under the Collateral Securities Act and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) rules and regulations of the Uniform Commercial Code Securities and Exchange Commission thereunder, as the same are from time to time in effect in the State of New York or its equivalent in other jurisdictionseffect.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any or all of the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . 7.2 The Collateral Agent shall give a each Pledgor 10 at least ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. Each Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to any Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any notice of such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawLaw, private) sale made pursuant to this Section 67, the Collateral Agent or any Secured other Credit Party may bid for or purchase, free (to the extent permitted by applicable Law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released)Pledgor, the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it the Collateral Agent or such other Credit Party from such any Pledgor on account of the Secured Obligations as a credit against the purchase price, and it the Collateral Agent or such other Credit Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. . 7.5 For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) the . The Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. . 7.6 As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any . 7.7 Each Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “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 Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any other Credit Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner. 7.8 To the extent permitted by applicable Law, each Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which each Pledgor now has or may at any time in Section 9-504(3) the future have under any rule of law or statute now existing or hereafter enacted. In dealing with or disposing of the Uniform Commercial Code as in effect in Pledged Collateral or any part thereof, neither the State Collateral Agent nor any other Credit Party shall be required to give priority or preference to any item of New York Pledged Collateral or its equivalent in other jurisdictionsotherwise to marshal assets or to take possession or sell any Pledged Collateral with judicial process.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Administrative Agent (on behalf of the Secured Parties), may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it the Administrative Agent deems it advisable to do so) to restrict to the fullest extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Each Pledgor hereby agrees that (i) it will indemnify and hold the Administrative Agent shall not be obligated and the Lenders harmless from and against any and all claims with respect to make any sale the Pledged Securities asserted before the taking of any Collateral if it shall determine not to do so, regardless actual possession or control of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained Pledged Securities by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Credit Agreement, or arising out of any act of, or omission to act on the part of, any Secured Party may bid for Person prior to such taking of actual possession or purchasecontrol by the Administrative Agent (whether asserted before or after such taking of possession or control), free from or arising out of any right of redemption, stay or appraisal act on the part of any Pledgor, its agents or Affiliates before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Pledged Securities resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as determined by a court of competent jurisdiction in a final non-appealable decision, or (y) any claims with respect to the Pledged Securities asserted against an indemnified party by a Pledgor in which such Pledgor is the prevailing party (all said rights being also hereby waived and releasedi.e., the party in whose favor a monetary award is issued), and none of the Collateral Administrative Agent or any part thereof offered Lender shall have any liability or obligation arising out of any such claim except for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms acts of sale, hold, retain and dispose willful misconduct or gross negligence of such property without further accountability to such Pledgor therefor. For purposes hereofPerson, (a) as determined by a written agreement to purchase the Collateral or any portion thereof shall be treated as court of competent jurisdiction in a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in fullfinal non-appealable decision. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Credit Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any PledgorPledgor and Guarantor, and, to the extent permitted by applicable law, the Pledgors and Guarantors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor and Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor and Guarantor 10 days' prior written notice (which each Pledgor and Guarantor agrees is a "reasonable notice authenticated notification of disposition" within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code UCC (as in effect defined in the State of New York or its equivalent in other jurisdictionsSecurity Agreement) of the Collateral Agent's intention to make any sale of such PledgorPledgor and Guarantor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor and Guarantor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Indenture Obligation then due and payable to it from such Pledgor and Guarantor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor and Guarantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor and Guarantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Indenture Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each the Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such the Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any the Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such the Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such the Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may may, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Administrative Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors each Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any which such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement agreement; and (c) no such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 610 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon or after the occurrence of any Event of Default, (i) Agent shall have, in addition to any other rights given by law or the rights given hereunder or under each of the other Loan Documents, all of the rights and during remedies with respect to the continuance Pledged Collateral of a secured party under the UCC and (ii) Agent may cause all or any part of the Equity Interests held by it to be transferred into its name or the name of its nominee or nominees. In addition, upon or at any time after the occurrence of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or cause the Pledged Collateral, or any part thereof, which shall then be or shall thereafter come into Agent’s possession or custody, to be sold at any broker’s board or at public or private sale sale, in one or more sales or lots, at any broker's board such price as Agent may deem best, and for cash or on credit or for future delivery, and the purchaser of any securities exchangeor all of the Pledged Collateral so sold shall thereafter hold the same absolutely, for cashfree from any claim, encumbrance or right of any kind whatsoever of Pledgor or arising through Pledgor. If any of the Pledged Collateral is sold by Agent upon credit or for future delivery as the Collateral delivery, Agent shall deem appropriatenot be liable for the failure of the purchaser to pay the same and in such event Agent may resell such Pledged Collateral. The Unless the Pledged Collateral threatens to decline speedily in value or is or becomes of a type sold on a recognized market, Agent will give the applicable Pledgor reasonable notice of the time and place of any public sale thereof, or of the time after which any private sale or other intended disposition is to be made. Any sale of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. Any requirements of reasonable notice shall be met if such notice is mailed to the applicable Pledgor, as provided in Section 22 below, at least ten (10) days before the time of the sale or disposition. Any other requirement of notice, demand or advertisement for sale is, to the fullest extent permitted by applicable Law, waived. Agent may, in its own name, or in the name of a designee or nominee, buy at any public sale of the Pledged Collateral and, if permitted by applicable Law, buy at any private sale thereof. Pledgor will pay to Agent on demand all expenses (including court costs and reasonable attorneys’ fees and expenses) of, or incident to, the enforcement of any of the provisions hereof and all other charges due against the Pledged Collateral, including taxes, assessments or Liens upon the Pledged Collateral and any expenses, including transfer or other taxes, arising in connection with any sale, transfer or other disposition of Pledged Collateral. In connection with any sale of Pledged Collateral by Agent, Agent shall have the right to execute any document or form, in its name or in the name of Pledgor, that may be authorized at necessary or desirable in connection with such sale, including Form 144 promulgated by the Securities and Exchange Commission. In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected after an Event of Default, Pledgor agrees that Agent may, from time to time, attempt to sell all or any such sale (if it deems it advisable to do so) to restrict part of the Pledged Collateral by means of a private placement restricting the bidders and prospective bidders or purchasers to persons those who will represent and agree that they are purchasing the Collateral for their own account for investment only and not with a view for distribution. Pledgor agrees that any such private sales may be at prices and other terms less favorable to the distribution or sale thereof, seller than if sold at public sales and upon consummation of any that such sale the Collateral private sales shall not by reason thereof be deemed not to have been made in a commercially reasonable manner. Agent shall have the right be under no obligation to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give delay a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any of the Pledged Collateral for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act even if it shall determine not the issuer would agree to do so, regardless of . Agent shall apply the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn cash proceeds actually received from any public or private sale or cause other disposition to the same to be adjourned from time to time by announcement at the time and place fixed reasonable expenses of retaking, holding, preparing for sale, selling and such sale maythe like, without further noticeto reasonable attorneys’ fees, and all legal expenses, travel and other expenses that might be made at incurred by Agent in attempting to collect the time Secured 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 place then to which the same was so adjourned. In case any sale of all or any part of Secured Obligations in the Collateral is made on credit or for future delivery, the Collateral so sold may be retained manner authorized by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCredit Agreement.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of itself, the Canadian Agent, the Issuing Bank and the Lenders, may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker's board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, any Secured Party the Administrative Agent (on behalf of itself, the Canadian Agent, the Issuing Bank and/or the Lenders) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank (to the extent it from such Pledgor consents) or any consenting Lender by any Credit Party as a credit against the purchase price; and the Administrative Agent, and it maythe Canadian Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Issuing Bank and/or the Canadian Agent and/or the Lenders). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. Each Pledgor hereby agrees (i) it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent and (ii) the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall have entered into no liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Credit Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive waives all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral : (a) The Agent may sell exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of a secured party on default under the Code at that time, and the Agent may also, in its sole discretion, without notice except as specified below, sell the Collateral or any part thereof, thereof in one or more parcels at public or private sale sale, at any exchange, broker’s board or at any broker's board of the Agent’s or on any securities exchangethe Lenders’ offices or elsewhere, for cash, upon on credit or for future delivery delivery, and at such price or prices and upon such other terms as the Collateral Agent shall or the Lenders may deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict commercially reasonable, irrespective of the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation impact of any such sale sales on the Collateral Agent shall have market price of the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldCollateral. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, and Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any Pledgor 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. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable that, to the extent notice within the meaning of Section 9-504(3sale shall be required by law, at least five (5) days’ notice to Pledgor of the Uniform Commercial Code as in effect in time and place of any public sale or the State of New York or its equivalent in other jurisdictions) of time after which any private sale is to be made shall constitute reasonable notification. The Agent nor the Collateral Agent's intention Lenders shall have no obligation to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have having been given. The Collateral Agent may, without notice or publication, the Lenders may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Pledgor hereby waives and agrees not to assert any rights or privileges it may acquire under the Code and any claims against the Agent or the Lenders arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Agent or the Lenders accept the first offer received and does not offer the Collateral to more than one offeree. Any sale of the Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies or other financial institutions disposing of property similar to the Collateral shall be deemed to be commercially reasonable. (b) In view of the fact that federal and state securities laws may impose certain restrictions on the method by which a sale of the Collateral may be effected after an Event of Default, Pledgor agrees that upon the occurrence of an Event of Default, the Agent or the Lenders may, from time to time, attempt to sell all or any part of the Collateral is made on credit or by means of a private placement restricting the bidder and prospective purchasers to those who will represent and agree that they are purchasing for future deliveryinvestment only and not for distribution. In so doing, the Collateral so sold Agent or the Lenders may be retained by solicit offers to buy the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereofCollateral, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered of it, for sale and may make payment on account thereof cash, from a limited number of investors deemed by using any claim then due and payable the Agent or the Lenders, in its or their reasonable judgment, to it from such Pledgor as a credit against be respectable parties who might be interested in purchasing the purchase priceCollateral, and it may, upon compliance with if the terms of sale, hold, retain and dispose of Agent or the Lenders solicit such property without further accountability to such Pledgor therefor. For purposes hereof, offers from not less than three (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c3) such Pledgor shall not be entitled to investors, then the return acceptance by the Agent or the Lenders of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 highest offer obtained therefrom shall be deemed to conform to the be a commercially reasonable standards as provided in Section 9-504(3) method of disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCollateral.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees, upon the demand of the Administrative Agent, to make the Collateral available to the Administrative Agent, and it is agreed that the Administrative Agent shall have the right, to the extent permitted by applicable law, with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon Upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of the Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' prior ’ written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Grantor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may (with the consent of the Administrative Agent) make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor any Grantor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor any Grantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full, in which case any excess proceeds thereof shall be disposed of as set forth in Section 4.02 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may exercise all of the rights and remedies granted to secured parties under the Personal Property Security Act (Ontario) (the “PPSA”) and any other applicable statute, or otherwise available to the Collateral Agent at law or in equity. Without limiting the generality of the forgoing, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' such prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral’s Collateral as may be required by the PPSA or other applicable law. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may may, in accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements(a) If a Default shall have occurred, the Collateral Agent Lender may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Lender shall deem appropriate. The Collateral Agent Lender shall be authorized at any such sale (if if, on the advice of counsel, it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgorthe Borrower, and, and the Borrower hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemptionStock Purchase, stay, valuation and stay and/or appraisal any Pledgor which the Borrower now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Borrower will execute and deliver such documents and take such action as the Lender deems necessary or advisable in order that any such sale may be made in compliance with the law. (b) The Lender shall give a Pledgor 10 the Borrower ten (10) days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's Lender’s intention to make any such public or private sale of or sale at any broker’s board or on any such Pledgor's Collateralsecurities exchange. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Lender may fix and shall state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Lender may (in its sole and absolute discretion) determine. The Collateral Agent Lender shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall may have been given. The Collateral Agent Lender may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Lender until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Lender shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Lender may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral Collateral, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having of competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant jurisdiction. (c) In addition to the provisions rights and remedies provided herein and the Note, (herein collectively the “Loan Documents”) and otherwise available under any applicable law, whenever a Default shall have occurred, the Lender shall have all the rights and remedies of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of a secured party upon default under the Uniform Commercial Code as then in effect in the State of New York or its equivalent in other jurisdictionsAlabama.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default has occurred and legal requirements, the is continuing: (a) The Collateral Agent may sell exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or any part thereofotherwise available to it, at public or private sale or at any broker's board or all the rights and remedies of a secured party on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have default under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as (the "UCC") in effect in the State of New York at that time, and the Collateral Agent may also, without notice except as specified below, sell the Pledged Collateral or its equivalent any part thereof in other jurisdictions) one or more parcels at public or private sale, at any exchange, broker's board or at any of the Collateral Agent's intention offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Collateral Agent may deem commercially reasonable. The Pledgor agrees that, to make any the extent notice of sale shall be required by law, at least ten (10) days' notice to the Pledgor of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineconstitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have having been given. The Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case . (b) Any cash held by the Collateral Agent as Pledged Collateral and all cash proceeds received by the Collateral Agent in respect of any sale of or collection from or other realization upon all or any part of the Pledged Collateral is made on credit or for future deliverymay, in the discretion of the Collateral so sold may Agent, be retained held by the Collateral Agent until as collateral for, and/or then or at any time thereafter applied (after payment of any amounts payable to the sale price is paid Collateral Agent pursuant to Section 6B) in full whole or in part by the purchaser Collateral Agent against, all or purchasers thereof, but any part of the Obligations in such order as the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like noticeelect. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose Any surplus of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral cash or any portion thereof shall be treated as a sale thereof, (b) cash proceeds held by the Collateral Agent and remaining after payment in full of all the Obligations shall be free paid over to carry out such sale pursuant the Pledgor or to such agreement and (c) such Pledgor shall not whomever may be lawfully entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into receive such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionssurplus.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Administrative Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor, except that any remaining proceeds thereof shall be delivered to the Pledgors to the extent required by Section 7. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any of or all the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . 7.2 The Collateral Agent shall give a the Pledgor 10 at least ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. The Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any notice of such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable Law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released)the Pledgor, the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it the Collateral Agent or such other Secured Party from such the Pledgor on account of the Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. . 7.5 For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) the . The Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such the Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. . 7.6 As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any . 7.7 The Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “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 Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided in Section 9-504(3) manner. 7.8 To the extent permitted by Applicable Law, the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which the Uniform Commercial Code as in effect Pledgor now has or may at any time in the State future have under any rule of New York law or its equivalent in other jurisdictionsstatute now existing or hereafter enacted.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Euro Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Euro Collateral Agent shall deem appropriate. The Euro Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Euro Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Euro Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Euro Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Euro Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Euro Collateral Agent may (in its sole and absolute discretion) determine. The Euro Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Euro Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Euro Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Euro Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Euro Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Euro Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Euro Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any orally portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to all other rights and remedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any of or all the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateralsell, resell, assign and deliver, or otherwise dispose of all or any part thereofof the Pledged Collateral, at public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . 7.2 The Collateral Agent shall give a the Pledgor 10 at least ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, and (ii) in the case of a sale at a broker's board or on a securities exchangeprivate sale, shall state the board date after which any private sale or exchange at which such sale is to be made and other disposition of the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale Pledged Collateral shall be held at made. The Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any notice of such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable Law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released)the Pledgor, the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it the Collateral Agent or such other Secured Party from such the Pledgor on account of the Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. . 7.5 For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) the . The Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such the Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. . 7.6 As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any . 7.7 The Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 U.S.C. §77, (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “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 Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided in Section 9-504(3) manner. 7.8 To the extent permitted by Applicable Law, the Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which the Uniform Commercial Code as in effect Pledgor now has or may at any time in the State future have under any rule of New York law or its equivalent in other jurisdictionsstatute now existing or hereafter enacted.

Remedies Upon Default. Upon Subject to the Pari Passu Intercreditor Agreement and applicable Requirements of Law, upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to deliver each item of Collateral to the Agent on demand and it is agreed that the Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Pledgor agrees that the Agent shall have the right, subject to the requirements of applicable regulatory law and legal requirementssubject to the terms and conditions of the Pari Passu Intercreditor Agreement, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any that such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the applicable Pledgors 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 6 4.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory the terms of the Intercreditor Agreement: (a) Agent, on behalf of the Lender Group, may exercise in respect of the Pledged Collateral, in addition to other rights and legal requirementsremedies provided for herein or otherwise available to it, all the Collateral Agent rights and remedies of a secured party on default under the Code (irrespective of whether the Code applies to the affected items of Pledged Collateral), and Agent, on behalf of the Lender Group, may also without notice (except as specified below) sell the Collateral, Pledged Collateral or any part thereof, thereof in one or more parcels at public or private sale or sale, at any exchange, broker's board or on at any securities exchangeof Agent's offices or elsewhere, for cash, upon on credit or for future delivery delivery, at such time or times and at such price or prices and upon such other terms as Agent may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Collateral. To the maximum extent permitted by applicable law, Agent may be the purchaser of any or all of the Pledged Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable and shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to do so) to restrict use and apply all or any part of the prospective bidders or purchasers to persons who will represent and agree that they are purchasing Secured Obligations as a credit on account of the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation purchase price of any Pledged Collateral payable at such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldsale. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, and Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and or appraisal any Pledgor that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable that, to the extent notice within the meaning of Section 9-504(3sale shall be required by law, at least ten (10) calendar days notice to Pledgor of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of time after which a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangeshall constitute reasonable notification. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have having been given. The Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Subject to subsection (b), to the maximum extent permitted by law, Pledgor hereby waives any claims against Agent arising because the price at which any Pledged 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 Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. (b) Pledgor hereby agrees that any sale or other disposition of the Pledged Collateral conducted in conformity with reasonable commercial practices of banks, insurance companies, or other financial institutions in the City of Los Angeles, State of California in disposing of property similar to the Pledged Collateral shall be deemed to be commercially reasonable. (c) Pledgor hereby acknowledges that the sale by Agent of any Pledged Collateral pursuant to the terms hereof in compliance with the Securities Act of 1933 as now in effect or as hereafter amended, or any similar statute hereafter adopted with similar purpose or effect (the "Securities Act"), as well as applicable "Blue Sky" or other state securities laws may require strict limitations as to the manner in which Agent or any subsequent transferee of the Pledged Collateral may dispose thereof. In light of this, Pledgor acknowledges and agrees that in order to protect Agent's interest it may be necessary to sell the Pledged Collateral at a price less than the maximum price attainable if a sale were delayed or were made in another manner, such as a public offering under the Securities Act. Pledgor has no objection to sale in such a manner and agrees that Agent shall have no obligation to obtain the maximum possible price for the Pledged Collateral as long as any sale is made in a commercially reasonable manner. Without limiting the generality of the foregoing, Pledgor agrees that, upon the occurrence and during the continuation of an Event of Default, Agent may, subject to applicable law, from time to time attempt to sell all or any part of the Pledged Collateral is made on credit or by a private placement, restricting the bidders and prospective purchasers to those who will represent and agree that they are purchasing for future deliveryinvestment only and not for distribution. In so doing, Agent may solicit offers to buy the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Pledged Collateral or any part thereof offered for sale cash, from a limited number of investors deemed by Agent, in its reasonable judgment, to be institutional investors or other responsible parties who might be interested in purchasing the Pledged Collateral. If Agent shall solicit such offers, then Pledgor acknowledges that the acceptance by Agent of one of the offers shall not be deemed per se to not be a commercially reasonable method of disposition of the Pledged Collateral. (d) If Agent shall determine to exercise its right to sell all or any portion of the Pledged Collateral pursuant to this Section, Pledgor agrees that, upon request of Agent, Pledgor will, at no expense to any member of the Lender Group: (i) execute and may make payment on account deliver, and, use commercially reasonably efforts to, cause the Issuers and the directors and officers thereof by using any claim then due to execute and payable to it from deliver, all such Pledgor as a credit against the purchase priceinstruments and documents, and it mayto do or use commercially reasonably efforts to cause to be done all such other acts and things, upon compliance as may be necessary or, in the opinion of Agent, advisable to register such Pledged Collateral under the provisions of the Securities Act, and use commercially reasonable efforts to cause the registration statement relating thereto to become effective and to remain effective for such period as prospectuses are required by law to be furnished, and to make all amendments and supplements thereto and to the related prospectuses which, in the opinion of Agent, are necessary or advisable, all in conformity with the terms requirements of salethe Securities Act and the rules and regulations of the Securities and Exchange Commission applicable thereto; (ii) use commercially reasonable efforts to qualify the Pledged Collateral under the state securities laws or "Blue Sky" laws and to obtain all necessary governmental approvals for the sale of the Pledged Collateral, holdas requested by Agent; (iii) use commercially reasonably efforts to cause the Issuers to make available to their respective security holders, retain as soon as practicable, an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act; (iv) execute and dispose deliver, or use commercially reasonably efforts to cause the officers and directors of the Issuers to execute and deliver, to any person, entity or governmental authority as Agent may choose, any and all documents and writings which, in Agent's reasonable judgment, may be necessary or appropriate for approval, or be required by, any regulatory authority located in any city, county, state or country where Pledgor or the Issuers engage in business, in order to transfer or to more effectively transfer the Pledged Interests or otherwise enforce Agent's rights hereunder; and (v) do or cause to be done all such property without further accountability other acts and things as may be commercially reasonable to make such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase sale of the Pledged Collateral or any portion part thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement valid and (c) such binding and in compliance with applicable law. Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact acknowledges that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits there is no adequate remedy at law or in equity for failure by it to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to comply with the provisions of this Section 6 shall and that such failure would not be deemed to conform to the commercially reasonable standards as provided adequately compensable in damages, and therefore agrees that its agreements contained in this Section 9-504(3may be specifically enforced. (e) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsPLEDGOR EXPRESSLY WAIVES TO THE MAXIMUM EXTENT PERMITTED BY LAW: (i) ANY CONSTITUTIONAL OR OTHER RIGHT TO A JUDICIAL HEARING PRIOR TO THE TIME AGENT DISPOSES OF ALL OR ANY PART OF THE PLEDGED COLLATERAL AS PROVIDED IN THIS SECTION; (ii) ALL RIGHTS OF REDEMPTION, STAY, OR APPRAISAL THAT IT NOW HAS OR MAY AT ANY TIME IN THE FUTURE HAVE UNDER ANY RULE OF LAW OR STATUTE NOW EXISTING OR HEREAFTER ENACTED; AND (iii) EXCEPT AS SET FORTH IN SUBSECTION (a) OF THIS SECTION, ANY REQUIREMENT OF NOTICE, DEMAND, OR ADVERTISEMENT FOR SALE.

Remedies Upon Default. Upon the occurrence and during the continuance of an a Noticed Event of Default, subject Parent agrees to applicable regulatory and legal requirements, deliver each item of Collateral not then in the Collateral Agent's possession to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorParent, and, and Parent hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that Parent now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor Parent 10 daysBusiness Days' prior written notice (which each Pledgor Parent agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Parent (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to such Pledgor Parent therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor Parent shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject the Borrower agrees to applicable regulatory and legal requirements, deliver each item of Collateral to the Collateral Agent may sell on demand, and it is agreed that the CollateralCollateral Agent shall have the right with or without legal process and with or without previous notice or demand for performance, to take possession of the Col lateral or any part thereofthereof (at the same or different times) and without liability for trespass to enter any premises where the Collateral or any part thereof may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, the Borrower agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation Upon consum mation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Borrower, and, and the Borrower hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which the Borrower now has or may at any time in the future have under any rule of law or statute now existing exist ing or hereafter enacted. The Collateral Agent shall give a Pledgor the Borrower 10 days' prior written notice (which each Pledgor the Borrower agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such public sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor the Borrower (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor the Borrower as a credit against the purchase price, price and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor the Borrower therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Borrower shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding notwith standing the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Administrative Agent (on behalf of the Secured Parties), may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it the Administrative Agent deems it advisable to do so) to restrict to the fullest extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 the Pledgors at least ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, any the Administrative Agent (on behalf of the Secured Party Parties) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent or any consenting Lender by any Credit Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Lenders). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. Each Pledgor hereby agrees that (i) it will indemnify and hold the Administrative Agent and the Lenders harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by the Administrative Agent pursuant to this Credit Agreement, or arising out of any act of, or omission to act on the part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Pledged Securities resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as finally determined by a court of competent jurisdiction, or (y) any claims with respect to the Pledged Securities asserted against an indemnified party by a Credit Party or Pledgor in which such Credit Party or Pledgor is the prevailing party, and (ii) none of the Administrative Agent or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Lender shall have entered into any liability or obligation arising out of any such an agreement all Events claim except for acts of Default shall have been remedied and the Obligations paid in fullwillful misconduct or gross negligence of such Person, as finally determined by a court of competent jurisdiction. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Credit Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate; provided that any and all ▇▇▇▇▇▇▇ Collateral and WOW Collateral must first be applied to repay the ▇▇▇▇▇▇▇ Obligation and WOW Obligation, respectively, and only thereafter may be used to repay amounts outstanding under the remainder of the Obligations. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject theretoto such agreement, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon At any time after the occurrence of the First Lien Termination Date, upon the occurrence and during the continuance of an a Noticed Event of Default, subject each Guarantor agrees to applicable regulatory deliver each item of Collateral held by it and legal requirements, not in the Collateral Agent's possession to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Guarantors, and, and each Guarantor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that such Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the Guarantors 10 daysBusiness Days' prior written notice (which each Pledgor agrees the Guarantors agree is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any such sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Second Lien Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Guarantors (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Second Lien Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to such Pledgor the Guarantors therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Guarantors shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions. Notwithstanding anything to the contrary in this Agreement, at law or otherwise, the Collateral Agent and the Second Lien Secured Parties shall have no rights or remedies under this Section 4.01 prior to the First Lien Termination Date.

Remedies Upon Default. Upon the occurrence and during the ---------------------- continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject it is agreed that the Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the Collateral rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Agent shall include, without limitation, the right to take any of or all the following actions at the same or different times: 7.1 The Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor. 7.2 Unless the Pledged Collateral is perishable or threatens to decline speedily in value, and, to or is of a type customarily sold on a recognized market (in which event the extent permitted by applicable lawAgent shall provide the Pledgors such notice as may be practicable under the circumstances), the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 the Pledgors at least ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) notice, by authenticated record, of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determinemade. The Collateral Pledgors agree that such written notice shall satisfy all requirements for notice to the Pledgors which are imposed under the UCC with respect to the exercise of the Agent’s rights and remedies upon default. The Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any . 7.3 Any public sale shall be held at such time or times within ordinary business hours and at such place or places as the Agent may fix and state in the notice of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Agent or any Secured other Credit Party may bid for or purchase, free (to the extent permitted by Applicable Law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released)the Pledgors, the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it the Agent or such other Credit Party from such Pledgor the Pledgors on account of the Secured Obligations as a credit against the purchase price, and it the Agent or such other Credit Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. . 7.5 For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral . The Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Pledgors shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid shall have been Paid in full. Full. 7.6 As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. 7.7 Each Pledgor recognizes that (i) the Agent may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, 15 ▇.▇.▇. Any sale pursuant §▇▇ (as amended and in effect, the “Securities Act”) or the Securities laws of various states (the “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 Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (ii) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (iii) that neither the Agent nor any other Credit Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (iv) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided in Section 9-504(3) manner. 7.8 To the extent permitted by Applicable Law, each Pledgor hereby waives all rights of the Uniform Commercial Code as in effect redemption, stay, valuation and appraisal which such Pledgor now has or may at any time in the State future have under any rule of New York law or its equivalent in other jurisdictionsstatute now existing or hereafter enacted.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is a "reasonable notice authenticated notification of disposition" within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code UCC (as in effect defined in the State of New York or its equivalent in other jurisdictionsSecurity Agreement) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Reimbursement Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Reimbursement Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon After the occurrence and during the continuance of an Event of Default, subject it is agreed that the Collateral Agent shall have in any jurisdiction in which enforcement hereof is sought, in addition to applicable regulatory all other rights and legal requirementsremedies, the rights and remedies of a secured party under the UCC or other Applicable Law. The rights and remedies of the Collateral Agent shall include, without limitation, the right to take any or all of the following actions at the same or different times: 7.1 The Collateral Agent may sell the Collateral, or otherwise dispose of all or any part thereofof the Pledged Collateral, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted . 7.2 If required by applicable lawApplicable Law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 the Pledgors at least ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) notice, by authenticated record, of the Collateral Agent's ’s intention to make any sale of such Pledgor's the Pledged Collateral. Such notice, (i) in the case of a public sale, shall state the date, time and place for such sale andsale, (ii) in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public , and (iii) in the case of a private sale, shall state the date after which any private sale or other disposition of the Pledged Collateral shall be held at made. Each Pledgor agrees that such time or times within ordinary business hours and at such place or places as written notice shall satisfy all requirements for notice to the Pledgor which are imposed under the UCC with respect to the exercise of the Collateral Agent may fix Agent’s rights and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineremedies upon default. The Collateral Agent shall not be obligated to make any sale or other disposition of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale or other disposition of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any . 7.3 Any public sale of all shall be held at such time or any part of the Collateral is made on credit times within ordinary business hours and at such place or for future delivery, the Collateral so sold may be retained by places as the Collateral Agent until may fix and state in the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any notice of such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. sale. 7.4 At any public (or, to the extent permitted by applicable lawApplicable Law, private) sale made pursuant to this Section 67, the Collateral Agent or any other Secured Party may bid for or purchase, free (to the extent permitted by Applicable Law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released)Pledgor, the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it the Collateral Agent or such other Secured Party from such any Pledgor on account of the Secured Obligations as a credit against the purchase price, and it the Collateral Agent or such other Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. . 7.5 For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof which is entered into in good faith shall be treated as a sale thereof, (b) the . The Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and and/or the Secured Obligations paid in full. . 7.6 As an alternative to exercising the power of sale herein conferred upon itit and subject to Applicable Law, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any . 7.7 Each Pledgor recognizes that (a) the Collateral Agent may be unable to effect a public sale pursuant of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act or the 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 Collateral for their own account, for investment and not with a view to the provisions distribution or resale thereof, (b) that private sales so made may be at prices and upon other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, (c) that neither the Collateral Agent nor any other Secured Party has any obligation to delay sale of this Section 6 any of the Pledged Collateral for the period of time necessary to permit the Pledged Collateral to be registered for public sale under the Securities Act or the Blue Sky Laws, and (d) that private sales made under the foregoing circumstances shall be deemed to conform to the have been made in a commercially reasonable standards as provided manner. 7.8 To the extent permitted by Applicable Law, each Pledgor hereby waives all rights of redemption, stay, valuation and appraisal which such Pledgor now has or may at any time in Section 9-504(3) the future have under any rule of law or statute now existing or hereafter enacted. In dealing with or disposing of the Uniform Commercial Code as in effect in Pledged Collateral or any part thereof, neither the State Collateral Agent nor any Secured Party shall be required to give priority or preference to any item of New York Pledged Collateral or its equivalent in other jurisdictionsotherwise to marshal assets or to take possession or sell any Pledged Collateral with judicial process.

Remedies Upon Default. Upon the occurrence and during the continuance of an a Noticed Event of Default, subject each Guarantor agrees to applicable regulatory deliver each item of Collateral held by it and legal requirements, not in the Collateral Agent's possession to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Guarantors, and, and each Guarantor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that such Guarantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the Guarantors 10 daysBusiness Days' prior written notice (which each Pledgor agrees the Guarantors agree is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Guarantors (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property in accordance with Section 4.02 hereof without further accountability to such Pledgor the Guarantors therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Guarantors shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirementsrequirements (including the Gaming Laws), the Collateral Agent may sell the Nevada Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Nevada Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Nevada Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Nevada Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgorthe Pledgors, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor the Pledgors now has have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. In the event that, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent intends to exercise any of the voting and other rights with respect to any Pledged Stock, including, but not limited to (i) re-registration of any Pledged Stock, or (ii) foreclosure, transfer or other enforcement of the security interests in any Pledged Stock, pursuant to applicable Gaming Laws, such exercise of remedies shall require the prior approval of any agency, authority, board (including the Nevada Gaming Authorities), bureau, commission, department, office or instrumentality of any nature whatsoever of the United States or foreign government, any state, province or city or other political subdivision, whether now or hereafter existing, or any officer or official thereof, including, without limitation, the gaming commission and any other agency with authority to regulate any gaming operation or proposed gaming operation owned, managed or operated by each Pledgor or its subsidiaries (the “Gaming Authorities”) and/or licensing of the Collateral Agent or its nominee (unless such licensing requirement is waived by the applicable Gaming Authorities upon the application of the Collateral Agent or its nominee), pursuant to applicable Gaming Laws. The approval by the applicable Gaming Authorities of this Agreement shall not act or be construed as the approval, either express or implied, for the Collateral Agent to take any action or steps provided for in this Agreement for which prior approval of any applicable Gaming Authorities is required, without first obtaining such prior approval of such applicable Gaming Authorities to the extent then required by applicable Gaming Law. The Collateral Agent shall give a the applicable Pledgor 10 days' ’ prior written notice (which each such Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 612 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Nevada Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Nevada Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Nevada Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Nevada Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Nevada Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Nevada Collateral is made on credit or for future delivery, the Nevada Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Nevada Collateral so sold and, in case of any such failure, such Nevada Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any the applicable Pledgor (all said rights being also hereby waived and released), the Nevada Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Nevada Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Pledgors shall not be entitled to the return of the Nevada Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Nevada Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Nevada Collateral and to sell the Nevada Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to the extent permitted by applicable law to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees, upon the demand of the Administrative Agent, to make the Collateral available to the Administrative Agent, and it is agreed that the Administrative Agent shall have the right, with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchangesale, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon Upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of the Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' prior ’ written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or any portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor Grantor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may (with the consent of the Administrative Agent) make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such Pledgor any Grantor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor any Grantor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full, in which case any excess proceeds thereof shall be disposed of as set forth in Section 4.02 hereof. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject the Parent agrees to applicable regulatory and legal requirements, deliver each item of Pledged Collateral to the Collateral Agent may on demand. Without limiting the generality of the foregoing, the Parent agrees that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale of securities (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale of Pledged Collateral the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Parent, and, and the Parent hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any Pledgor that the Parent now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior ’ written notice (which each Pledgor the Parent agrees is reasonable notice within the meaning of Section 9-504(3) 61l of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 63.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor the Parent (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor the Parent therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor the Parent shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions. It is expressly understood and agreed that the rights and remedies of the Collateral Agent are subject to Section 4.15 hereof.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory Pledgee may exercise all the rights and legal requirementsremedies granted under this Agreement, including, without limitation, the Collateral Agent may right to sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker's board or ’s board, on any securities exchangeexchange or in the over-the-counter market, for cash, upon credit or for future delivery as the Collateral Agent Pledgee shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the Uniform Commercial Code of any applicable jurisdiction. The Collateral Agent Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by applicable law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent Pledgee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent . (b) Pledgee shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's Pledgee’s intention to make any sale of such Pledgor's ’s Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Pledgee may reasonably fix and state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Pledgee may (in its sole and absolute discretion) determine. The Collateral Agent Pledgee shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent Pledgee until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Pledgee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 68, any Secured Party Pledgee may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of Pledgor, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Administrative Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Administrative Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be 6 6 held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject each Pledgor agrees to applicable regulatory and legal requirements, deliver each item of Pledged Collateral to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Pledged Collateral pursuant to this Section 3.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any that such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the applicable Pledgors 10 daysBusiness Days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 63.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Foreign Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Administrative Agent shall be authorized at any such sale of equity interests (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any which such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted, provided that any Pledged Debt Securities so sold shall remain subject to the provisions of the Convertible Notes Documents (including Section 9.15 of the Securities Purchase Agreement). The Collateral Administrative Agent shall give a the applicable Pledgor 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor, provided that any Pledged Debt Securities so sold shall remain subject to the provisions of the Convertible Notes Documents (including Section 9.15 of the Securities Purchase Agreement). For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon Subject to the Senior Lien Intercreditor Agreement and applicable Requirements of Law, upon the occurrence and during the continuance of an Event of Default, each Pledgor agrees to deliver each item of Collateral to the Applicable Agent on demand and it is agreed that the Applicable Agent shall have the right generally to exercise any and all rights afforded to a secured party under the applicable Uniform Commercial Code or other applicable law. Without limiting the generality of the foregoing, each Pledgor agrees that the Agent shall have the right, subject to the requirements of applicable regulatory law and legal requirementssubject to the terms and conditions of the Senior Lien Intercreditor Agreement, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Collateral pursuant to this Section 4.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any that such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the applicable Pledgors 10 days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 64.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to To the provisions of extent provided in this Section 6 4.01, any sale that complies with such provisions shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is a "reasonable notice authenticated notification of disposition" within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code UCC (as in effect defined in the State of New York or its equivalent in other jurisdictionsSecurity Agreement) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Revolver Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Revolver Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred, subject Bank may continue to applicable regulatory hold the Pledged Collateral for its own account and legal requirementsmay, with prior notice to Pledgor, sell, assign, transfer, endorse and deliver the Collateral Agent may sell the Collateralwhole or, or from time to time, any part thereof, of the Pledged Collateral at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for other property, for immediate or future delivery delivery, and for such price or prices and on such terms as the Collateral Agent Bank, in its sole discretion, shall deem appropriate. The Collateral Agent Bank shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not in compliance with a view to the distribution or sale thereofSecurities Act of 1933, as amended, and upon consummation of any such sale the Collateral Agent sale, Bank shall have the right to assign, transfer transfer, endorse and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, and Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any which Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Bank shall give a Pledgor 10 ten (10) days' prior ’ written notice (which each Pledgor agrees is reasonable notice notification within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCode) of the Collateral Agent's Bank’s intention to make any sale of such Pledgor's Collateralsale. Such notice, in the case of a public sale, shall state the time and place for such sale sale, and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as at the Collateral Agent Bank may fix and shall state in the notice or publication (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, thereof to be sold sold, may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Bank may (in its sole and absolute discretion) determine. The Collateral Agent Bank shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Agent Bank may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent Bank until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Bank shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Agreement, any Secured Party Bank may bid for or purchase, free from any right of redemption, stay or and/or appraisal on the part of any Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof of or all the Pledged Collateral offered for sale and may make payment on account thereof by using any claim then due and payable to it Bank from such Pledgor as a credit against the purchase price, and it Bank may, upon in compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Bank, at its option, may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having of competent jurisdiction or pursuant to a proceeding by a court-appointed receiverjurisdiction. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCode.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver, on demand, each item of Pledged Collateral to the Administrative Agent or any Person designated by the Administrative Agent and it is agreed that the Administrative Agent shall have the right with or without legal process and with or without prior notice or demand for performance, to exercise any and all rights afforded to a secured party under the New York UCC or other applicable law. Each Grantor agrees that the Administrative Agent shall have the right, subject to the mandatory requirements of applicable regulatory and legal requirementslaw, the Collateral Agent may to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale of Pledged Collateral shall hold the property sold absolutely free from any claim or right on the part of any PledgorGrantor, and, and each Grantor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor the applicable Grantors 10 days' ’ prior written notice (which each Pledgor Grantor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Administrative Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent and the other Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At In the event of a foreclosure by the Administrative Agent on any of the Pledged Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Pledged Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (orbut not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Collateral sold at any such public sale, to use and apply any of the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor Loan Document Obligations as a credit against on account of the purchase price, and it may, upon compliance with price for any Pledged Collateral payable by the terms Administrative Agent on behalf of sale, hold, retain and dispose of the Secured Parties at such property without further accountability to such Pledgor thereforsale or other disposition. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof; in accordance with Section 9-610(b) of the New York UCC or its equivalent in other jurisdictions, (b) the Collateral Administrative Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor no Grantor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 4.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal approval any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject theretothereto (other than any proceeds remaining after the Obligations have been paid in full), notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate; provided that any and all ▇▇▇▇▇▇▇ Collateral, WOW Collateral and Southwest Collateral must first be applied to repay the ▇▇▇▇▇▇▇ Obligation, WOW Obligation and Southwest Obligation, respectively, and only thereafter may be used to repay amounts outstanding under the remainder of the General Obligations. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject theretoto such agreement, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent BBC may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent BBC shall deem appropriateappro­prIATe subject to applicable law and standards of commercial reasonableness. The Collateral Agent BBC shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent BBC shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any PledgorUTEL, and, to the extent permitted by applicable law, the Pledgors UTEL hereby waive waives all rights of redemption, stay, valuation and appraisal any Pledgor UTEL now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent BBC shall give a Pledgor UTEL 10 days' ’ prior written notice (which each Pledgor UTEL agrees is reasonable notice within the meaning of Section Sec­tion 9-504(3) of the Uniform Commercial Code as in effect in the State of New York California as of the date of the Contribution Agreement or its equivalent in other jurisdictions) of the Collateral Agent's BBC’s intention to make any sale of such Pledgor's UTEL’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent BBC may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent BBC may (in its sole and absolute discretion) determine. The Collateral Agent BBC shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent BBC may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent BBC until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent BBC shall not incur any liability in case any such purchaser pur­chaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party BBC may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor UTEL (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes pur­poses hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent BBC shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor UTEL shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent BBC shall have entered into such an agreement all Events of Default agree­ment the Obligations shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent BBC may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York California as of the date of the Contribution Agreement or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State Commonwealth of New York Massachusetts or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or -6- 204 purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State Commonwealth of New York Massachusetts or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, including but not limited to any necessary prior approval of the FCC, as provided in Section 27 hereof, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 610 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 67, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 7 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 601 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions. The exercise by the purchaser at any such sale of voting rights in the Collateral shall be subject to compliance with the Communications Act.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, in any commercially reasonable manner at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Any sale of Collateral pursuant to this Section 6 shall be made by the Collateral Agent in a commercially reasonable manner. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of itself, the Issuing Bank and the Lenders, may sell the CollateralGroup 1 Pledged Securities, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Group 1 Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Group 1 Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralGroup 1 Pledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralGroup 1 Pledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralGroup 1 Pledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Group 1 Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Group 1 Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Group 1 Pledged Securities is made on credit or for future delivery, the Collateral Group 1 Pledged Securities so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Group 1 Pledged Securities so sold and, in case of any such failure, such Collateral Group 1 Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 611.5, any Secured Party the Administrative Agent (on behalf of itself, and/or the Issuing Bank and/or the Lenders) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Group 1 Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent or any consenting Lender by any Credit Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Group 1 Pledged Securities without further accountability therefor to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Lenders). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Group 1 Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. Each Pledgor hereby agrees (i) it will indemnify and hold the Administrative Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the return Group 1 Pledged Securities asserted before the taking of actual possession or control of the Collateral Group 1 Pledged Securities by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent but excluding from therefrom all claims with respect to the Group 1 Pledged Securities resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent. the Issuing Bank or the Lenders, or (y) any claims with respect to the Group 1 Pledged Securities asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party, and the Administrative Agent, the Issuing Bank and the Lenders shall have entered into no liability or obligation arising out of any such an agreement all Events claim except for acts of Default shall have been remedied and the Obligations paid in fullwillful misconduct or gross negligence. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Group 1 Pledged Securities under this Credit Agreement and to sell the Collateral Group 1 Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of the Secured Parties, may sell the Pledged Collateral, or any part thereof, at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker's board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, the Administrative Agent, any Lender or any other Secured Party may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Pledged Collateral or any part thereof offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent, the Lenders and any other Secured Party by any Transaction Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Collateral without further accountability therefor to any Pledgor or any third party (other than to the Secured Parties). The Administrative Agent shall in any such Pledgor therefor. For purposes hereof, (a) a written agreement sale make no representations or warranties with respect to purchase the Pledged Collateral or any portion thereof shall be treated as a sale part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. The Administrative Agent may exercise, either by itself or by its nominee or designee, in the name of the applicable Pledgor(s), all of the rights, powers and remedies granted to the return Administrative Agent in this Section 10 in respect of any Pledged Collateral, any organizational document pursuant to which any Pledgor owns its Pledged Collateral, and may exercise and enforce all of the Administrative Agent's rights and remedies hereunder and under law. Each Pledgor hereby agrees (i) it will indemnify and hold each of the Administrative Agent, the Lenders and any other Secured Party harmless from and against any and all claims with respect to the Pledged Collateral asserted before the taking of actual possession or control of the Pledged Collateral by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent and (ii) the Administrative Agent, the Lenders and any other Secured Party shall have entered into no liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Interests under this Credit Agreement and to sell the Collateral Pledged Collateral, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject each Pledgor agrees to applicable regulatory and legal requirements, deliver each item of Pledged Collateral to the Collateral Agent may on demand, and it is agreed that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Pledged Collateral at a public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at in connection with any such sale of a security (if it deems it advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral such security for their own account account, for investment investment, and not with a view to the distribution or sale thereof, and upon . Upon consummation of any such sale of Pledged Collateral pursuant to this Section 3.01, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, and each Pledgor hereby waives and releases (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and appraisal any that such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the applicable Pledgors 10 days' prior Business Days’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Pledged Collateral, or the portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case the event that any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in the case of any such failure, such Pledged Collateral may be sold again upon like noticenotice given in accordance with provisions above. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 63.01, any Secured Party may bid for or purchasepurchase for cash, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said such rights being also hereby waived and releasedreleased to the extent permitted by law), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Foreign Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of itself, the Issuing Bank and the Group Lenders, may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' prior ’ written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, any Secured Party the Administrative Agent (on behalf of itself, the Issuing Bank and/or the Group Lenders) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Issuing Bank (to the extent it from such Pledgor consents) or any consenting Group Lender by any Credit Party as a credit against the purchase price, ; and it may, the Administrative Agent upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Issuing Bank and/or the Group Lenders). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. Each Pledgor hereby agrees (i) it will indemnify and hold the Administrative Agent, the Issuing Bank and the Group Lenders harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent and (ii) the Administrative Agent, the Issuing Bank and the Group Lenders shall have entered into no liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Credit Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Applicable Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Applicable Collateral Agent shall deem appropriate. The ; provided that any disposition of Collateral Agent shall by private sale be authorized at any such sale (if it deems it advisable deemed to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with have been made in a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldcommercially reasonable manner. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any that Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . (b) The Applicable Collateral Agent shall give a Pledgor 10 daysten (10) Business Days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdictions (the "UCC")) of the Applicable Collateral Agent's intention to make any sale or other disposition of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Applicable Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Applicable Collateral Agent may (in its sole and absolute discretion) determine. The Applicable Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Applicable Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Applicable Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Applicable Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 611, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Secured Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor; provided that the Applicable Collateral Agent shall not be required to accept any such bid if it concludes that doing so would be inconsistent with Section 12 or Section 14. For purposes hereof, (ai) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (bii) the Applicable Collateral Agent shall be free to carry out such sale pursuant to such agreement and (ciii) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Applicable Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Applicable Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. (c) Notwithstanding anything to the contrary in this Agreement, any foreclosure on, sale, transfer or other disposition of, or the exercise or relinquishment of any right to vote or consent with respect to, any of the Collateral by the Applicable Collateral Agent shall, to the extent required, be in conformance with Sections 214 and 310(d) of the Communications Act of 1934, as amended, and the applicable rules and regulations thereunder, and, if and only to the extent required thereby, subject to the prior approval or notice to and non-opposition of the FCC or any PUC. (d) If an Event of Default shall have occurred and be continuing, Pledgor shall take any action which the Applicable Collateral Agent may reasonably request in order to transfer or assign, or both, to the Applicable Collateral Agent, or to such one or more third parties as the Applicable Collateral Agent may designate, or to a combination of the foregoing, any Pledged Securities, subject to the prior approval of the FCC or any PUC, if required. Any sale pursuant The Applicable Collateral Agent is empowered, to the extent permitted by applicable Requirements of Law, to request the appointment of a receiver from any court of competent jurisdiction. Such receiver may be instructed by any Secured Party to seek from the FCC or any PUC consent to an involuntary transfer of control of Pledgor or assignment, or both, of the Pledged Securities. Pledgor hereby agrees to authorize such an involuntary transfer of control or assignment, or both, upon the request of the receiver so appointed and, if Pledgor shall refuse to authorize the transfer, its approval may be required by the court. Upon the occurrence and during the continuance of an Event of Default, Pledgor agrees to use its best efforts to assist in obtaining approval of the FCC or any PUC and any other state regulatory bodies, if required, for any action or transactions contemplated by this Agreement, including, without limitation, the preparation, execution and filing with the FCC or any PUC and any other state regulatory bodies of the assignor's or transferor's portion of any application or applications for consent to the assignment of any Collateral or other authorization or transfer of control necessary or appropriate under the rules and regulations of the FCC or PUC or any other state regulatory body for approval or non-opposition of the transfer or assignment of any portion of the Collateral, together with any FCC or PUC license, permit, certificate or other authorization. (e) Pledgor acknowledges that the assignment or transfer of the Collateral is integral to Secured Parties' ability to realize the value of the Collateral, that there is no adequate remedy at law for failure by Pledgor to comply with the provisions of this Section 6 shall 11 and that such failure would not be deemed to conform to adequately compensable in damages, and therefore agrees, without limiting the commercially reasonable standards as provided in Section 9-504(3) right of the Uniform Commercial Code as Collateral Agent to seek and obtain specific performance of other obligations of the Pledgors contained in effect this Agreement, that the agreements contained in the State of New York or its equivalent in other jurisdictionsthis Section 11 may be specifically enforced.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred and be continuing, subject to then the Pledgee shall have all the rights and remedies of a secured party under the Uniform Commercial Code (the "UCC") and other applicable regulatory and legal requirementslaw, and, in addition, the Pledgee, upon written notice to FORE, may direct the Custodian from time to time to: (a) deliver and pay over all or any portion of the Collateral Agent may in the Collateral Account to the Pledgee, to be applied to satisfy accrued and unpaid Secured Obligations; (b) sell the Collateral, or any part thereof, at any public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery delivery, as the Collateral Agent Pledgee shall deem appropriate. The Collateral Agent Pledgee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Agent Pledgee shall have the right to assign, assign and transfer and have the Custodian transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgorthe Pledgor and FORE, and, and each of the Pledgor and FORE hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any Pledgor which it now has or may at any time in the future have under any rule of or law or statute now existing or hereafter enacted. The Collateral Agent Pledgee shall give a the Pledgor 10 at least ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral AgentPledgee's intention to make any such public or private sale of or sales at any broker's board or on any such Pledgor's Collateralsecurities exchange. Such notice, in the case of a public sale, shall state the time and place fixed for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchangesale. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places places, as the Collateral Agent Pledgee may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot sale as an entirety or in separate parcelssales, as the Collateral Agent Pledgee may (in its sole and absolute discretion) determine. The Collateral Agent shall not determine and the Pledgee may bid (which bid may be obligated to make any sale in whole or in part, in the form of any Collateral if it shall determine not to do so, regardless cancellation of indebtedness) for and purchase for the account of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause Pledgee the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all whole or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.the

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable necessary to do socomply with applicable law) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereofthereof in violation of applicable securities laws, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 67, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 7 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may shall have the right, subject to the mandatory requirements of applicable law, to sell the Collateral, or otherwise dispose of all or any part thereof, of the Collateral at a public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account accounts for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any either Pledgor, and, and the Pledgors hereby waive (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation stay and appraisal any Pledgor which the Pledgors now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor the Pledgors 10 days' prior written notice (which each Pledgor agrees the Pledgors agree is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6Section, any Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay stay, valuation or appraisal on the part of any either Pledgor (all said rights being also hereby waived and releasedreleased to the extent permitted by law), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it such Secured Party from such either Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) ; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 3.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall have occurred and be continuing: (a) The Collateral Trustee may exercise in respect of the Pledged Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party in default under the UCC, and, subject to applicable regulatory and legal requirements, the Collateral Agent Trustee may also, without notice except as specified below, sell the Collateral, Pledged Collateral or any part thereof, thereof in one or more parcels at public or private sale or sale, at any exchange, broker's board or on at any securities exchangeof the Collateral Trustee's offices or elsewhere, for cash, upon on credit or for future delivery delivery, and upon such other terms as the Collateral Agent shall Trustee may deem appropriatecommercially reasonable. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon Upon consummation of any such sale sale, the Collateral Agent Trustee shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, andand each Pledgor, for itself and for its successors, receivers, trustees and assigns, and for any and all persons ever claiming any interest in the Pledged Collateral, to the extent permitted by applicable law, the Pledgors hereby waive WAIVES all rights of extension, redemption, stay, valuation and appraisal appraisal, and any similar right arising under the law of any country, which such Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Each Pledgor agrees that, to the extent notice of sale shall give a Pledgor be required by law, at least 10 days' prior written notice (which each to such Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineconstitute reasonable notification. The Collateral Agent Trustee shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have having been given. The Collateral Agent may, without notice or publication, Trustee may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. In case Each Pledgor hereby WAIVES any sale of all or any part claims against the Collateral Trustee arising by reason of the fact that the price at which any Pledged Collateral is made on credit or for future deliverymay have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral so sold may be retained by Trustee accepts the first offer received and does not offer such Pledged Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like noticemore than one offeree. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 610, any Secured Party Financial Institution may bid for or purchase, free from any right of redemption, stay or appraisal appraisal, and any similar right arising under the law of any country, on the part of any Pledgor (all said rights being also hereby waived WAIVED and releasedreleased by each Pledgor), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such any Obligor and/or any Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (ai) a written agreement to purchase the Pledged Collateral or any portion thereof shall be treated as a sale thereof, (bii) the Collateral Agent Trustee shall be free to carry out such sale pursuant to such agreement and (ciii) such no Pledgor shall not be entitled to the return of the Pledged Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Trustee may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral and to sell the Pledged Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 10 shall be deemed to conform to the commercially reasonable standards as provided in the UCC. Each Pledgor covenants and agrees that it will execute and deliver such documents and take such other action as the Collateral Trustee deems necessary or advisable in order that any such sale may be made in compliance with applicable law. (b) The Collateral Trustee shall have all the rights of a secured party after default under the UCC and in conjunction with and in addition to such rights and remedies: (i) it shall not be necessary that the Pledged Collateral or any part thereof be present at the location of any sale pursuant to the provisions of this Section 9-504(310; (ii) to the extent the sale of Pledged Collateral is insufficient to satisfy the Secured Obligations, the Obligors shall remain liable for any deficiency; (iii) the sale by the Collateral Trustee of less than the whole of the Uniform Commercial Code Pledged Collateral shall not exhaust the rights of the Collateral Trustee hereunder, and the Collateral Trustee is specifically empowered to make successive sale or sales hereunder until the whole of the Pledged Collateral shall be sold; and, if the proceeds of such sale of less than the whole of the Pledged Collateral shall be less than the aggregate of the Secured Obligations, this Agreement and the security interest created hereby shall remain in full force and effect as in effect to the unsold portion of the Pledged Collateral just as though no sale had been made; (iv) in the State event any sale hereunder is not completed or is defective in the opinion of New York the Collateral Trustee, such sale shall not exhaust the rights of the Collateral Trustee hereunder and the Collateral Trustee shall have the right to cause a subsequent sale or sales to be made hereunder; and (v) demand of performance, advertisement and presence of property at sale are hereby WAIVED and the Collateral Trustee is hereby authorized to sell hereunder any financial asset it may hold as security for the Secured Obligations. All demands and presentments of any kind or nature are expressly, WAIVED by each Pledgor. Each Pledgor hereby WAIVES the right to require the Collateral Trustee to pursue any other remedy for the benefit of such Pledgor and agrees that Collateral Trustee may proceed against any Person for the amount of the Secured Obligations owed to the Collateral Trustee without taking any action against any other Person and without selling or otherwise proceeding against or applying any of the Pledged Collateral in the Collateral Trustee's possession. (c) Each Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933 and applicable state securities laws, the Collateral Trustee may be compelled, with respect to any sale of all or any part of the Pledged Collateral, to limit purchasers to those who will 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. Each Pledgor acknowledges and agrees that any such sale may result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions and agrees that such circumstances shall not be a factor in determining whether such sale has been made in a commercially reasonable manner. The Collateral Trustee shall be under no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary to permit any Pledgor to register such securities for public sale under the Securities Act of 1933, or under applicable state securities laws, even if a Pledgor would agree to do so. (d) If the Collateral Trustee determines to exercise its equivalent right to sell any or all of the Pledged Collateral, upon written request, each Pledgor shall, and shall cause each of its Subsidiaries to, from time to time, furnish to the Collateral Trustee all such information as the Collateral Trustee may reasonably request in order to determine the number of shares and other jurisdictionsinstruments included in the Pledged Collateral which may be sold by the Collateral Trustee as exempt transactions under the Securities Act of 1933 and rules of the Securities and Exchange Commission thereunder, as the same are from time to time in effect. (e) Any cash held by the Collateral Trustee as Pledged Collateral and all cash proceeds received by the Collateral Trustee in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Collateral shall be at Collateral Trustee's discretion either held as Pledged Collateral or applied by the Collateral Trustee to the Secured Obligations in the manner determined by Collateral Trustee in its sole discretion. (f) All remedies herein expressly provided for are cumulative of any and all other remedies existing at law or in equity and are cumulative of any and all other remedies provided for in any other instrument securing the payment of the Secured Obligations, or any part thereof, or otherwise benefiting the Financial Institutions, and the resort to any remedy provided for hereunder or under any such other instrument or provided for by law shall not prevent the concurrent or subsequent employment of any other appropriate remedy or remedies. (g) The Financial Institutions may resort to any security given by this Agreement or to any other security now existing or hereafter given to secure the payment of the Secured Obligations, in whole or in part, and in such portions and in such order as may seem best to such Financial Institution in its sole and uncontrolled discretion, and any such action shall not in anywise be considered as a waiver of any of the rights, benefits or security interests evidenced by this Agreement.

Remedies Upon Default. (a) Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory the terms of the Intercreditor Agreement, Collateral Agent, on behalf of the Secured Parties, may exercise all the rights and legal requirementsremedies granted under this Agreement, including, without limitation, the Collateral Agent may right to sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker's board or ’s board, on any securities exchangeexchange or in the over-the-counter market, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the Uniform Commercial Code of any applicable jurisdiction. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent required by applicable law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . (b) The Collateral Agent shall give a Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Pledged Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 68, any Secured Party may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), the Pledged Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of 7.1 If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's broker s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the New York Uniform Commercial Code. The Collateral Agent shall be authorized at any such sale (if it deems it advisable so to do sodo) to restrict to the full extent permitted by applicable law the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. . 7.2 The Collateral Agent shall give a the Pledgor 10 days' prior ten calendar days written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any such public or private sale, or sale at any broker s board or on any such securities exchange, or of such Pledgor's any other disposition of the Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's broker s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and shall state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any the Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Collateral shall may have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may shall be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 67, any Secured Party the Agent may bid for or purchase, free from any claim or right of whatsoever kind, including any equity of redemption, stay of the Pledgor, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to it from such the Purchasers by the Pledgor as a credit against the purchase price, ; and it maythe Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Collateral without further accountability therefor to the Pledgor or any, third party. The Agent shall in any such Pledgor therefor. For purposes hereof, (a) a written agreement sale make no representations or warranties with respect to purchase the Collateral or any portion part thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return chargeable with any of the Collateral obligations or any portion thereof subject liabilities of the Pledgor with respect thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral under this Pledge Agreement and to sell the Collateral Collateral, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateappropriate subject to applicable law and standards of commercial reasonableness. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may exercise in respect of the Collateral, in addition to all other rights and remedies provided for herein or otherwise available to it at law or in equity, all the rights and remedies of the Collateral Agent on default under the UCC to collect, enforce or satisfy any Obligations then owing, whether by acceleration or otherwise. Without limiting the generality of the foregoing, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code UCC as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code UCC as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent Secured Party may sell the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Secured Party shall deem appropriate. The Collateral Agent Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereofthereof or to impose other restrictions necessary in its judgment to ensure compliance with applicable securities laws, as more fully set forth in Section 12, and upon consummation of any such sale the Collateral Agent Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent Secured Party shall give a the Pledgor 10 days' ’ prior written notice (which each the Pledgor agrees is reasonable notice within the meaning of Section 11-9-504(3) 610 of the Uniform Commercial Code as in effect in the State of New York Georgia UCC or its equivalent in other jurisdictions) of the Collateral Agent's Secured Party’s intention to make any sale of such the Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Secured Party may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Secured Party may (in its sole and absolute discretion) determine. The Collateral Agent Secured Party shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent Secured Party until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 67, any the Secured Party may bid for or purchase, free (to the extent permitted by law) from any right of redemption, stay or appraisal on the part of any the Pledgor (all said rights being also hereby waived to the extent permitted by law, and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such the Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent Secured Party shall be free to carry out such sale pursuant to such agreement and (c) such the Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent Secured Party shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Secured Party may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 11-9-504(3610(b) of the Uniform Commercial Code as in effect in the State of New York Georgia UCC or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of DefaultDefault or a Trigger Event shall have occurred and be continuing: (i) The Collateral Agent may exercise in respect of the Collateral, subject in addition to applicable regulatory all other rights and legal requirementsremedies provided for herein or otherwise available to it, all of the rights and remedies of a secured party on default under the Uniform Commercial Code in effect in the State of New York at that time, and the Collateral Agent may also in its sole discretion, without advertisement or notice except as specified below, sell the Collateral, Collateral or any part thereof, thereof in one or more parcels at public or private sale or sale, at any exchange, broker's board or on at any securities exchangeof the Collateral Agent's offices or elsewhere, for cash, upon on credit or for future delivery delivery, and at such price or prices and upon such other terms as the Collateral Agent shall may reasonably deem appropriatecommercially reasonable, irrespective of the impact of any such sales on the market price of the Collateral at any such sale. The Collateral Agent shall be authorized may, in its sole discretion, at any such sale (if it deems it advisable to do so) to sale, restrict the prospective bidders or purchasers as to persons who will represent their number, nature of business and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of intention. Upon any such sale the Collateral Agent shall have the right to assigndeliver, assign and transfer and deliver to the purchaser or purchasers thereof (including the Collateral so soldAgent or any Secured Party) the Collateral. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, and the Pledgor hereby waives (to the extent permitted by applicable law, the Pledgors hereby waive ) all rights of redemption, stay, valuation and stay and/or appraisal any Pledgor 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. The Collateral Agent Pledgor agrees that, to the extent notice of sale shall give a Pledgor 10 be required by law, at least ten (10) days' prior written notice (which each to the Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such of any public sale and, in or the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at time after which such any private sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determineconstitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have having been given. The Collateral Agent may, without notice or publication, may adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for saletherefor, and such sale may, without further notice, be made at the time and place to which the same it was so adjourned. At any such sale, the Collateral may be sold in one lot, as an entirety or in separate units. Assuming that such sales are made in compliance with federal and state securities laws, the Collateral Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any public or private sale. The Pledgor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale, if commercially reasonable, was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. (ii) The Pledgor recognizes that the Collateral Agent may elect in its sole discretion to sell all or a part of the Collateral to one or more purchasers in privately negotiated transactions in which the purchasers will be obligated to 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. The Pledgor acknowledges that such private sales may be at prices and on terms less favorable than those obtainable through a public sale (including, without limitation, a public offering made pursuant to a registration statement under the Securities Act of 1933, as amended (the "Securities Act")) and the Pledgor and the Collateral Agent agree that such private sales shall be made in a commercially reasonable manner and that the Collateral Agent has no obligation to engage in public sales and no obligation to delay sale of any Collateral to permit the issuer thereof to register the Pledged Shares for a form of public sale requiring registration under the Securities Act. (iii) In case of any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale full selling price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any of the failure of such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may again be sold again upon like notice. At any public (or, pursuant to the extent permitted provisions hereof. (iv) The receipt by applicable law, private) the Collateral Agent of the purchase money paid at any such sale made pursuant to this Section 6, any Secured Party may bid for by it shall be a sufficient discharge of all obligations of the purchaser thereof. No purchaser (or purchase, free from any right of redemption, stay the representatives or appraisal on the part assigns of any Pledgor (all said rights being also hereby waived and releasedpurchaser), after paying such purchase money and receiving such receipt, shall be bound to see to the Collateral application of such purchase money or any part thereof offered or in any manner whatsoever be answerable for sale and may make payment on account thereof by using any claim then due and payable to it from loss, misapplication or nonapplication of any such Pledgor as a credit against the purchase pricemoney, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale part thereof, (b) the Collateral Agent shall or be free bound to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled inquire as to the return authorization, necessity, expediency or regularity of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events sale. (v) Instead of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon itprovided in Section 13(a)(i) hereof, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral security interest under this Agreement and to sell the Collateral or any portion thereof pursuant to under a judgment or decree of a court or courts having of competent jurisdiction jurisdiction. (vi) Upon notice to the Pledgor, the Collateral Agent may register the Collateral or any part thereof in the name of the Collateral Agent or its nominee as pledgee or otherwise take such action as the Collateral Agent shall in its sole discretion deem necessary or desirable with respect to the Collateral and the Collateral Agent or its nominee may thereafter, in its sole discretion, without notice, exercise all voting and other rights relating to the Collateral and exercise any and all rights, privileges or options pertaining to the Collateral as if it were the absolute owner thereof, and exchange, at its sole discretion, any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the Company, all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing, except to the extent that such failure or delay constitutes gross negligence or willful misconduct. (vii) The Collateral Agent may exercise such voting and other consensual rights and rights to receive and hold as Collateral dividends and other payments which the Pledgor would otherwise be entitled to receive or exercise, as the case may be, pursuant to a proceeding by a court-appointed receiver. Any sale Section 7 and all such voting and consensual rights and rights to receive the dividends and other payments which the Pledger would ▇▇▇▇▇▇▇se be authorized to exercise, receive and retain pursuant to Section 7 shall cease and all such rights shall thereupon become vested in the provisions Collateral Agent. (viii) No sale or other disposition of all or any part of the Collateral by the Collateral Agent pursuant to this Section 6 13 shall be deemed to conform relieve the Company, the Pledgor or the Pledgor of any Obligation except to the commercially reasonable standards as provided in Section 9-504(3extent the proceeds thereof are applied by the Collateral Agent to the payment of such Obligations. (ix) The Pledgor hereby waives presentment, demand, protest or notice (to the extent permitted by applicable law) of the Uniform Commercial Code any kind in connection with this Agreement or any Collateral. (b) The proceeds of any Collateral obtained or disposed of hereunder shall be applied as in effect set forth in the State of New York or its equivalent in other jurisdictionsIntercreditor Agreement and the Depositary Agreement.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of DefaultDefault shall have occurred and be continuing, subject to applicable regulatory Hallmark and legal requirementsthe Hallmark Lenders, the Collateral Agent may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent Hallmark shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the Uniform Commercial Code. The Collateral Agent Hallmark shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by applicable law the prospective bidders or purchasers to entities or persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent sale, Hallmark shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any PledgorBorrower. Hallmark shall give the Borrowers ten (10) days’ written notice of any such public or private sale, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may sale at any time in the future have under broker’s board or on any rule such securities exchange, or of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent Hallmark may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent Hallmark may (in its sole and absolute discretion) determine. The Collateral Agent Hallmark shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Agent Hallmark may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may shall be retained by the Collateral Agent Hallmark until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent Hallmark shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 65.4, any Secured Party Hallmark (on behalf of Hallmark and/or the Hallmark Lenders) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Borrowers, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to Hallmark (to the extent it from such Pledgor consents) or any consenting Hallmark Lender by any Borrower as a credit against the purchase price, ; and it mayHallmark, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral any Borrower or any portion thereof third party (other than the Hallmark Lenders). Hallmark shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out in any such sale pursuant make no representations or warranties with respect to such agreement the Pledged Securities or any part thereof and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Borrowers with respect thereto. Each Borrower hereby agrees that (i) it will indemnify and hold Hallmark and the Hallmark Lenders harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by Hallmark pursuant to this Security and Pledge Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by Hallmark (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Borrower, its agents or Affiliates before or after the Collateral Agent commencement of such actual possession or control by Hallmark and (ii) Hallmark and the Hallmark Lenders shall have entered into no liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent Hallmark may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this Security and Pledge Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior days’prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's ’s intention to make any sale of such Pledgor's ’s Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes pur poses hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell in a commercially reasonable manner the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-9- 504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent Administrative Agent, on behalf of the Secured Parties, may sell the Pledged Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC. The Collateral Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Pledged Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Pledged Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a Pledgor 10 the Pledgors ten (10) days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker's board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Pledged Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the Pledged Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any the Pledged Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such the Pledged Collateral shall may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Pledged Collateral is made on credit or for future delivery, the Pledged Collateral so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Collateral so sold and, in case of any such failure, such Pledged Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 610.5, the Administrative Agent, the Issuing Bank, any Lender or any other Secured Party may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgors, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released), any or all of the Pledged Collateral or any part thereof offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent, the Issuing Bank, the Lenders and any other Secured Party by any Credit Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Collateral without further accountability therefor to any Pledgor or any third party (other than to the Secured Parties). The Administrative Agent shall in any such Pledgor therefor. For purposes hereof, (a) a written agreement sale make no representations or warranties with respect to purchase the Pledged Collateral or any portion thereof shall be treated as a sale part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgors with respect thereto. The Administrative Agent may exercise, either by itself or by its nominee or designee, in the name of the applicable Pledgor(s), all of the rights, powers and remedies granted to the return Administrative Agent in this Section 10 in respect of any Pledged Collateral, any organizational document pursuant to which any Pledgor owns its Pledged Collateral, and may exercise and enforce all of the Administrative Agent's rights and remedies hereunder and under law. Each Pledgor hereby agrees (i) it will indemnify and hold each of the Administrative Agent, the Issuing Bank, the Lenders and any other Secured Party harmless from and against any and all claims with respect to the Pledged Collateral asserted before the taking of actual possession or control of the Pledged Collateral by the Administrative Agent pursuant to this Credit Agreement, or arising out of any portion thereof subject theretoact of, notwithstanding or omission to act on the fact that part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the Collateral commencement of such actual possession or control by the Administrative Agent and (ii) the Administrative Agent, the Issuing Bank, the Lenders and any other Secured Party shall have entered into no liability or obligation arising out of any such an agreement all Events of Default shall have been remedied and the Obligations paid in fullclaim. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Pledged Collateral under this Credit Agreement and to sell the Collateral Pledged Collateral, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiverjurisdiction. Any sale pursuant to the provisions of All remedies under this Section 6 10.5 shall be deemed effected in compliance with the Applicable Law referred to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions10.7 below.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Agent on behalf of the Lenders may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the New York Uniform Commercial Code or, as to the NBV shares, in accordance with the laws of the Netherlands. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any Pledgorthe Pledgors; provided, andhowever, that prior to the extent permitted by applicable law, consummation of such sale the Pledgors hereby waive shall be entitled to redeem the Pledged Securities by paying (i) all rights the Obligations and (ii) any additional costs or expenses incurred by the Agent in connection with the proposed sale of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enactedPledged Securities. The Collateral Agent shall give a Pledgor 10 ten days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any such public or private sale, or sale at any broker's board or on any such securities exchange, or of such Pledgor's Collateralany other disposition of the Pledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and shall state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.Pledged

Remedies Upon Default. Upon the occurrence and during the continuance of an a Senior Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case ease of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Securities Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The ; provided that any disposition of Securities Collateral Agent shall by private sale be authorized at any such sale (if it deems it advisable deemed to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with have been made in a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldcommercially reasonable manner. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 daysten (10) Business Days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdictions (the "UCC")) of the Collateral Agent's intention to make any sale or other disposition of such Pledgor's Securities Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Securities Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Securities Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Securities Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Securities Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Securities Collateral is made on credit or for future delivery, the Securities Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Securities Collateral so sold and, in case of any such failure, such Securities Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Securities Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Obligation then due and payable to it such Secured Party from such any Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such any Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Securities Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such no Pledgor shall not be entitled to the return of the Securities Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Securities Collateral and to sell the Securities Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York UCC or its equivalent in other jurisdictions, as applicable.

Remedies Upon Default. Upon the occurrence and during the --------------------- continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety entirely or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make ▇▇▇▇ any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by any announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon After the occurrence and during the continuance of an Event of DefaultAcceleration Event, subject to applicable regulatory and legal requirements, the Collateral Agent may sell or otherwise dispose of the Securities Collateral, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The appropriate or otherwise exercise any rights and remedies available at law or in equity; provided that any disposition of Securities Collateral Agent by private sale shall be authorized at any such sale (if it deems it advisable deemed to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with have been made in a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so soldcommercially reasonable manner. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors Pledgor hereby waive waives all rights of redemption, stay, valuation and appraisal any the Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a the Pledgor 10 days' ten (10) Business Days’ prior written notice (which each the Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) 611 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdictions (the “UCC”)) of the Collateral Agent's ’s intention to make any sale or other disposition of the Pledgor’s Securities Collateral unless such Pledgor's Collateralnotice is not required pursuant to Section 9-611(d) of the UCC. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Securities Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Securities Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Securities Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Securities Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Securities Collateral is made on credit or for future delivery, the Securities Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Securities Collateral so sold and, in case of any such failure, such Securities Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay stay, valuation or appraisal on the part of any the Pledgor (all said rights being also hereby waived and released), the Securities Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim Secured Obligation then due and payable to it such Secured Party from such the Pledgor as a credit against the purchase price, and it such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Securities Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) following execution of such agreement, the Pledgor shall not be entitled to the return of the Securities Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Securities Collateral and to sell the Securities Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any The Pledgor shall remain liable for any deficiency if the proceeds of any sale pursuant or other disposition of the Securities Collateral are insufficient to pay its Obligations and the fees and disbursements of the Collateral Agent, any other Secured Party and any agents or attorneys employed by the Collateral Agent or any other Secured Party to collect such deficiency, in each case, subject to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided limitations set forth in Section 9-504(3) 11.5 of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsCredit Agreement.

Remedies Upon Default. Upon the occurrence and during the ---------------------- continuance of an Event of Default, subject to applicable regulatory and legal requirements, the Collateral Agent may sell the Collateral, or any part thereof, at public or private sale or at any broker's board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give a Pledgor 10 days' prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice of such sale. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale made pursuant to this Section 6, any Secured Party may bid for or purchase, free from any right of redemption, stay or appraisal on the part of any Pledgor (all said rights being also hereby waived and released), the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to it from such Pledgor as a credit against the purchase price, and it may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to such Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions.

Remedies Upon Default. Upon the occurrence and during the continuance of If an Event of Default, subject to applicable regulatory Default shall have occurred and legal requirementsbe continuing, the Collateral Administrative Agent (on behalf of the Secured Parties), may sell the CollateralPledged Securities, or any part thereof, at public or private sale or at any broker's ’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Administrative Agent shall deem appropriateappropriate subject to the terms hereof or as otherwise provided in the UCC or otherwise to the extent provided by Applicable Law. The Collateral Administrative Agent shall be authorized at any such sale (if it the Administrative Agent deems it advisable to do so) to restrict to the full extent permitted by Applicable Law the prospective bidders or purchasers to persons Persons who will represent and agree that they are purchasing the Collateral Pledged Securities for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale sale, the Collateral Administrative Agent shall have the right to assign, transfer transfer, and deliver to the purchaser or purchasers thereof the Collateral Pledged Securities so sold. Each such purchaser at any such sale shall hold the property sold absolutely absolutely, free from any claim or right on the part of any the Pledgor, and, to the extent permitted by applicable law, the Pledgors hereby waive all rights of redemption, stay, valuation and appraisal any Pledgor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Administrative Agent shall give a the Pledgor 10 ten (10) days' ’ prior written notice (which each Pledgor agrees is reasonable notice within the meaning of Section 9-504(3) any such public or private sale, or sale at any broker’s board or on any such securities exchange, or of any other disposition of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictions) of the Collateral Agent's intention to make any sale of such Pledgor's CollateralPledged Securities. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker's ’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the CollateralPledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the CollateralPledged Securities, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Administrative Agent may (in its sole and absolute discretion) determine. The Collateral Administrative Agent shall not be obligated to make any sale of any Collateral the Pledged Securities if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall the Pledged Securities may have been given. The Collateral Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any the sale of all or any part of the Collateral Pledged Securities is made on credit or for future delivery, the Collateral Pledged Securities so sold may shall be retained by the Collateral Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Administrative Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral Pledged Securities so sold and, in case of any such failure, such Collateral Pledged Securities may be sold again upon like notice. At any public (or, to the extent permitted by applicable law, private) sale or sales made pursuant to this Section 6, any the Administrative Agent (on behalf of the Secured Party Parties) may bid for or purchase, free from any claim or right of whatever kind, including any equity of redemption, stay of the Pledgor, any such demand, notice, claim, right or appraisal on the part of any Pledgor (all said rights equity being also hereby expressly waived and released)released to the extent permitted by the UCC, any or all of the Collateral or any part thereof Pledged Securities offered for sale sale, and may make any payment on the account thereof by using any claim for moneys then due and payable to it from such Pledgor the Administrative Agent or any other consenting Secured Party by any Credit Party as a credit against the purchase price, ; and it maythe Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of such property the Pledged Securities without further accountability therefor to such the Pledgor therefor. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof third party (other than the Secured Parties). The Administrative Agent shall be treated as a in any such sale make no representations or warranties with respect to the Pledged Securities or any part thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) such Pledgor shall not be entitled chargeable with any of the obligations or liabilities of the Pledgor with respect thereto. Pledgor hereby agrees that (i) it will indemnify and hold the Secured Parties harmless from and against any and all claims with respect to the return Pledged Securities asserted before the taking of actual possession or control of the Collateral Pledged Securities by the Administrative Agent pursuant to this Agreement, or arising out of any act of, or omission to act on the part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its agents or Affiliates before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Pledged Securities resulting from the gross negligence or willful misconduct of any of the Administrative Agent or any portion thereof subject theretoSecured Party, notwithstanding as finally determined by a court of competent jurisdiction in a non-appealable decision or an appealable decision that has not been appealed within the fact that after time period required, and (ii) the Collateral Agent Secured Parties shall have entered into no liability or obligation arising out of any such claim except for acts of willful misconduct or gross negligence of such Person, as finally determined by a court of competent jurisdiction in a non-appealable decision or an agreement all Events of Default shall have appealable decision that has not been remedied and appealed within the Obligations paid in fulltime period required. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Administrative Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral Pledged Securities under this Agreement and to sell the Collateral Pledged Securities, or any portion thereof thereof, pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the provisions of this Section 6 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of New York or its equivalent in other jurisdictionsjurisdiction.