Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, Required Lenders may direct the Collateral Facility Agent to exercise any of the remedies specified herein in respect of the Borrower Collateral and the Collateral Facility Agent may (with the consent of the Facility AgentRequired Lenders) but shall have no obligation, or the Collateral Facility Agent shall promptlyshall, at the written direction of the Facility AgentRequired Lenders, also do one or more of the following (subject to Section 13.913.5): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Facility Agent for the collection of all Obligationsamounts then payable on the Notes or hereunder with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto upon the Notes moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Borrower Collateral; (c) subject to Section 14.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Facility Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 14.3(b), require the Borrower and the ServicerCollateral Manager, at the ServicerCollateral Manager’s expense, to (1) assemble all or any part of the Borrower Collateral as directed by the Collateral Facility Agent (at the direction of the Facility Agent) and make the same available to the Collateral Facility Agent at a place to be designated by the Collateral Facility Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Borrower Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Lawelsewhere, for cash, on credit or for future delivery, and upon such other terms as the Facility Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Facility Agent shall not be obligated to make any sale of Borrower Collateral regardless of notice of sale having been given. The Collateral Facility Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Facility Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Borrower Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Advances pursuant to Section 4.1. The Servicer, 4.1 or otherwise in such order as the Lenders and any of their respective Affiliates Facility Agent shall be permitted to participate elect in any such saleits sole discretion.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Facility AgentAgent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (ai) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (bii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (ciii) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below (and subject to the Equityholder’s and/or its Affiliates’ right of first refusal as described in Section 13.3(b) below), sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Outstanding Loan Amount pursuant to Section 4.14.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). (b) Notwithstanding anything to the contrary herein or in any Transaction Document, following the occurrence and during the continuation of an Event of Default and the acceleration of the Obligations, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower receives notice from the Agent of the occurrence of such Event of Default and the acceleration of the Obligations, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder and/or such Affiliates have access to sufficient capital to consummate such purchase in accordance with this clause (b). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The Servicercash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Lenders Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Servicer pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and any of their respective its Affiliates shall be permitted are entitled to participate in any such saleprovide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(b).

Rights Upon Event of Default. If an Event of Default i. The Lender, as collateral assignee, shall have occurred and be continuing, the Facility Agent mayentitled to exercise, in its sole discretionthe place and stead of Provider, direct any and all rights and remedies of Provider under this Agreement in accordance with the Collateral Agent terms of this Agreement. Lender shall also be entitled to exercise any all rights and remedies of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligationsecured parties, or the Collateral Agent shall promptly, at the written direction owner of the Facility AgentSystem, also generally with respect to this Agreement and the System; provided that any Assignment or transfer of this Agreement shall only be made to a Qualified Assignee. ii. The Lender shall have the right, but not the obligation, to pay all sums due under this Agreement and to perform any other act, duty or obligation required of Provider thereunder or cause to be cured any default of Provider thereunder in the time and manner provided by the terms of this Agreement. Nothing herein requires the Lender to cure any default of Provider under this Agreement or (unless the Lender has succeeded to Provider’s interests under this Agreement) to perform any act, duty or obligation of Provider under this Agreement, but Host hereby gives it the option to do one so; provided that if the Lender, directly or more of indirectly, takes possession of, or title to, the following (subject System pursuant to Section 13.9): possession by a receiver or title by foreclosure, then the Lender will (a) institute proceedings cure any Provider Defaults hereunder to the extent that such defaults are capable of being cured by ▇▇▇▇▇▇, as a condition to such taking of possession or title, and (b) assume all of Provider’s pre-existing, current and future obligations under this Agreement. iii. Upon the exercise of remedies under its security interests or enforcement rights in its own name and on behalf of the Secured Parties as Collateral Agent for System, including any sale thereof by the collection of all ObligationsLender, whether by declaration judicial proceeding or otherwiseunder any power of sale contained therein, enforce or any judgment obtainedconveyance from Provider to the Lender (or any Qualified Assignee) in lieu thereof, the Lender shall (A) cause the purchaser or transferee of the System to assume all of the Provider’s rights and collect from obligations under this Agreement and (B) give notice to Host of the Borrower and transferee or assignee of this Agreement. Any such exercise of remedies shall not constitute a default under this Agreement. iv. Upon any rejection or other obligor termination of this Agreement pursuant to any process undertaken with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party Provider under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and United States Bankruptcy Code, (cA) require the Borrower and the Servicer, at the Servicer’s expenserequest of Lender made within ninety (90) days of such termination or rejection, to (1) assemble all Host shall enter into a new agreement with Lender or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make its Qualified Assignee having the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties terms and conditions as this Agreement and (2B) without notice except Lender shall or shall cause its Qualified Assignee to enter into a new agreement with Host having the same terms and conditions as specified below, sell the Collateral this Agreement if Host so requests within ninety (at the direction of the Facility Agent90) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time days after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saletermination.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, Required Lenders may direct the Collateral Administrative Agent to exercise any of the remedies specified herein in respect of the Borrower Collateral and the Collateral Administrative Agent may (with the consent of the Facility AgentRequired Lenders) but shall have no obligation, or the Collateral Administrative Agent shall promptlyshall, at the written direction of the Facility AgentRequired Lenders, also do one or more of the following (subject to Section 13.913.5): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Administrative Agent for the collection of all Obligationsamounts then payable on the Notes or hereunder with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto upon the Notes moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Borrower Collateral; (c) subject to Section 14.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Administrative Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 14.3(b), require the Borrower and the ServicerCollateral Manager, at the ServicerCollateral Manager’s expense, to (1) assemble all or any part of the Borrower Collateral as directed by the Collateral Administrative Agent (at the direction of the Facility Agent) and make the same available to the Collateral Administrative Agent at a place to be designated by the Collateral Administrative Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Borrower Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Administrative Agent’s offices or elsewhere in accordance with Applicable Lawelsewhere, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Administrative Agent shall not be obligated to make any sale of Borrower Collateral regardless of notice of sale having been given. The Collateral Administrative Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Borrower Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Advances pursuant to Section 4.1. The Servicer, 4.1 or otherwise in such order as the Lenders and any of their respective Affiliates Administrative Agent shall be permitted to participate elect in any such saleits sole discretion.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptlyhave, at the written direction of the Facility Agentin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of and/or Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 9 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any , all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to Grantor and without affecting the obligations of Grantor hereunder or under any other Transaction Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (g) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (i) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (j) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantor; (k) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and Grantor waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or Grantor may be applied by Collateral Agent without notice to Grantor to the Secured Obligations in such order and manner as set forth in the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Transaction Documents; (n) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Transaction Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the ServicerCollateral Agent may reasonably designate, whether at the Servicerpremises of Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Collateral Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (at except to the direction extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in one process or more parcels at rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the Facility Agentnecessity of the Collateral’s offices being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in its discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with Applicable Law. The Borrower agrees thatthe Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the extent other Persons entitled thereto in accordance with the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to Grantor, reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make Grantor at its address designated below, at least ten (10) days before the date of the sale. Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral, including the time and place fixed thereforPledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or nonexclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), the Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral 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 Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other realization uponPerson, and Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicerfailure, the Lenders and any of their respective Affiliates shall Collateral may be permitted to participate in any such salesold again.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default Default, each Pledgor shall have occurred be in default hereunder and be continuing, the Facility Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, direct in addition to all other rights and remedies that the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to any Pledgor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect sell, assign or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be commercially reasonable; (c) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the right Collateral; (d) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and remedies in connection therewith the Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (e) to settle, compromise or release, on terms acceptable to the Secured Parties which rights Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (f) to enforce payment and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, prosecute any action or proceeding with respect to (1) assemble any or all or any part of the Collateral as directed and take or bring, in the name of Secured Party or in the name of any Pledgor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Collateral Agent (at to effect collection of or to realize upon the direction Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Pledgor specifically consents to any nonjudicial foreclosure of any or all of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated or any other action taken by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or Lenders which may release any part thereof in one or more parcels at a public or private sale, at obligor from personal liability on any of the Collateral Collateral, and each Pledgor waives (such waiver not to affect the Agent’s or the Facility Agent’s offices or elsewhere 's agreement to give notice of sale in accordance with Applicable Law. The Borrower agrees thatcertain circumstances pursuant to Section 14(d)), to the extent permitted by applicable law, any right to receive notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private judicial or nonjudicial sale from time to time by announcement at or foreclosure of any security or any of the time and place fixed thereforCollateral, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds any money or other property received by the Collateral Agent in respect exchange for or on account of any sale ofthe Collateral, collection fromwhether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other realization upon, all legal action taken by Agent or any part Pledgor, may be applied by the Agent, without notice to any Pledgor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (g) to insure, protect and preserve the Collateral; (h) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (i) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of the Pledgors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral (after payment or to properly administer and control the handling of collections and realizations thereon, and the Agent shall be deemed to have a rent-free tenancy of any amounts incurred in connection with premises of the Pledgors for such sale) purposes and for such periods of time as reasonably required by the Agent. Nothing herein contained shall be deposited into construed to give the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, Agent or the Lenders and or any purchaser of the Collateral the right to operate any of their respective Affiliates shall be permitted the Stations without the prior consent of the FCC, to participate in the extent required by law or the terms of any such saleMedia License.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Loan Agreement, Grantor shall be in default hereunder and Bank shall have occurred and be continuing, the Facility Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Bank may have under this Agreement and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise equity, all of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantor: (1) to notify any issuer of any Pledged Securities, and any and all other issuers of or obligors on any Pledged Collateral, that the same has been pledged to Bank and that all dividends and other payments thereon are to be made directly and exclusively to Bank; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Bank, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Bank were the owner thereof; (2) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in Bank's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Bank necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (3) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process; (4) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (5) to transfer any other appropriate action to protect and enforce the right and remedies or all of the Pledged Collateral Agent and into the Secured Parties which rights and remedies shall be cumulativename of Bank or its nominee or nominees; and (c6) require the Borrower and the Servicer, at the Servicer’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Bank; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleBank.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default Default, each Grantor shall have occurred be in default hereunder and be continuing, the Facility Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, direct in addition to all other rights and remedies that the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to any Grantor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be commercially reasonable; (d) to notify obligors on the right Collateral that the Collateral has been assigned to the Agent for the benefit of Secured Party and remedies that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (g) to settle, compromise or release, on terms acceptable to the Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Agent for the benefit of Secured Parties which rights Party or in the name of any Grantor; (i) to enforce payment and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, prosecute any action or proceeding with respect to (1) assemble any or all or any part of the Collateral as directed and take or bring, in the name of Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Collateral Agent (at to effect collection of or to realize upon the direction Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated or any other action taken by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or Lenders which may release any part thereof in one or more parcels at a public or private sale, at obligor from personal liability on any of the Collateral Collateral, and each Grantor waives (such waiver not to affect the Agent’s or the Facility Agent’s offices or elsewhere 's agreement to give notice of sale in accordance with Applicable Law. The Borrower agrees thatcertain circumstances pursuant to Section 16(d)), to the extent permitted by applicable law, any right to receive notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private judicial or nonjudicial sale from time to time by announcement at or foreclosure of any security or any of the time and place fixed thereforCollateral, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds any money or other property received by the Collateral Agent in respect exchange for or on account of any sale ofthe Collateral, collection fromwhether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other realization upon, all legal action taken by Agent or any part Grantor may be applied by the Agent, without notice to any Grantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (j) to insure, protect and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; and (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral (after payment or to properly administer and control the handling of collections and realizations thereon, and the Agent shall be deemed to have a rent-free tenancy of any amounts incurred premises of each Grantor for such purposes and for such periods of time as reasonably required by the Agent. Each Grantor will, at the Agent's request, assemble the Collateral and make it available to the Agent at places which the Agent may designate, whether at the premises of any Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of any Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in connection with such sale) salable form or selling or disposing of the same. Nothing herein contained shall be deposited into construed to give the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, Agent or the Lenders and or any purchaser of the Collateral the right to operate any of their respective Affiliates shall be permitted the Stations without the prior consent of the FCC, to participate in the extent required by law or the terms of any such saleMedia License.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Grantor shall be in default hereunder and the Agent mayfor the benefit of the Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, direct in addition to all other rights and remedies that the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, Party may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantor except such notice as may be specifically required by applicable law: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (b) to protect enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be commercially reasonable; (d) to notify obligors on the right Collateral that the Collateral has been assigned to the Agent for the benefit of the Secured Party and remedies that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Agent for the account of the Secured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Agent reasonably deems appropriate and is commercially reasonable; (g) to settle, compromise or release, on terms acceptable to the Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (h) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Agent for the benefit of the Secured Parties which rights Party or in the name of the Grantor; (i) to enforce payment and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, prosecute any action or proceeding with respect to (1) assemble any or all or any part of the Collateral as directed and take or bring, in the name of the Secured Party or in the name of the Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Collateral Agent (at to effect collection of or to realize upon the direction Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated or any other action taken by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or Lenders which may release any part thereof in one or more parcels at a public or private sale, at obligor from personal liability on any of the Collateral Collateral, and the Grantor waives (such waiver not to affect the Agent’s or the Facility Agent’s offices or elsewhere 's agreement to give notice of sale in accordance with Applicable Law. The Borrower agrees thatcertain circumstances pursuant to Section 16(d)), to the extent permitted by applicable law, any right to receive notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private judicial or nonjudicial sale from time to time by announcement at or foreclosure of any security or any of the time and place fixed thereforCollateral, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds any money or other property received by the Collateral Agent in respect exchange for or on account of any sale ofthe Collateral, collection fromwhether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other realization uponlegal action taken by the Agent or the Grantor may be applied by the Agent, without notice to the Grantor, to the Obligations in such order and manner as the Agent in its sole discretion shall determine; (j) to insure, protect and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any part of the Loan Documents; and (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Agent may, at the cost and expense of the Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral (after payment or to properly administer and control the handling of collections and realizations thereon, and the Agent shall be deemed to have a rent-free tenancy of any amounts incurred premises of the Grantor for such purposes and for such periods of time as reasonably required by the Agent. The Grantor will, at the Agent's request, assemble the Collateral and make it available to the Agent at places which the Agent may designate, whether at the premises of the Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of the Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in connection with such sale) salable form or selling or disposing of the same. Nothing herein contained shall be deposited into construed to give the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, Agent or the Lenders and or any purchaser of the Collateral the right to operate any of their respective Affiliates shall be permitted the Stations without the prior consent of the FCC, to participate in the extent required by law or the terms of any such saleMedia License.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall, at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Advances pursuant to Section 4.1. The Servicer, 4.1 or otherwise in such order as the Lenders and any of their respective Affiliates Collateral Agent shall be permitted to participate directed by the Facility Agent (in any such saleits sole discretion).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Required Lenders, exercise or direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral including (subject to Section 13.9 and Section 13.11): (a) to require the Collateral Agent may (with Servicer to obtain the prior written consent of the Facility AgentAgent before (i) but shall have no obligationagreeing to any modification or waiver of any Collateral Obligation, (ii) taking any discretionary action with respect to any Collateral Obligation or (iii) causing the Borrower to sell or otherwise dispose of any Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9):Obligation; (ab) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (bc) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten daysBusiness Days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the applicable Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The For the avoidance of doubt, the Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligationsshall have, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Secured Parties may have under applicable law or in equity or under this Agreement or under the exercise of any power granted hereinNote Purchase Agreement, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC New York Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to the Grantors (except as expressly provided herein) and without affecting the Obligations of FPI hereunder or under the Note Purchase Agreement, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action agreement relating to protect any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be acceptable to the right Secured Parties; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Secured Parties and remedies that all payments thereon are to be made directly and exclusively to the Secured Parties; (e) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Secured Parties may deposit or surrender control of the Collateral Agent and/or accept other property in exchange for the Collateral; (f) to settle, compromise or release, on terms acceptable to the Secured Parties, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (g) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Secured Parties or in the name of Grantors; (h) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of the Secured Parties or in the name of a Grantor, any and all steps, actions, suits or proceedings deemed by the Secured Parties necessary or desirable to effect collection of or to realize upon the Collateral, including, without limitation, any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Secured Parties which rights may release any obligor from personal liability on any of the Collateral, and to the extent permitted by applicable law, each Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by the Secured Parties in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Secured Parties or a Grantor may be applied by the Secured Parties without notice to Grantors to the Secured Obligations in such order and manner as the Secured Parties in their sole discretion shall determine; (i) to insure, process and preserve the Collateral; (j) to exercise all rights, remedies, powers or privileges provided under the Note Purchase Agreement; (k) to receive, open and dispose of all mail addressed to Company and notify postal authorities to change the address for delivery thereof to such address as the Secured Parties may designate; provided that the Secured Parties agree that they will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (l) to exercise all other rights, powers, privileges and remedies shall be cumulativeof an owner of the Collateral; and (c) require all at the Borrower Secured Parties’ sole option and as the ServicerSecured Parties in their sole discretion may deem advisable. Grantors will, at the Servicer’s expenseSecured Parties’ request, assemble the Collateral and make it available to (1) assemble the Secured Parties at places which the Secured Parties may designate, whether at the premises of Company or elsewhere, and will make available to the Secured Parties, free of cost, all or any part premises, equipment and facilities of Grantors for the purpose of the Secured Parties’ taking possession of the Collateral as directed by or storing same or removing or putting the Collateral Agent (at in salable form or selling or disposing of same. Upon the direction occurrence and during the continuance of an Event of Default, the Secured Parties also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or more parcels at waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral Agentmay be held at any office of the Secured Parties, or at Grantors’ place of business, or at any other place permitted by applicable law, and without the necessity of the Collateral’s or being within the Facility Agent’s offices or elsewhere in accordance with Applicable Lawview of prospective purchasers. The Borrower agrees thatSecured Parties may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and Company expressly waives any right to direct the order and manner of sale of any Collateral. To the extent permitted by applicable law, the Secured Parties or any Person on the Secured Parties’ behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the extent notice expenses (including, without limitation, attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations in such order as shall be required determined by law, at least ten days’ notice the Secured Parties in their sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to the Borrower Secured Parties on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Parties shall send or otherwise make available to Grantors notice of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending notice conclusively shall not be obligated met if such notice is given in the manner contemplated by the Note Purchase Agreement at least ten days before the date of the sale. Each Grantor expressly waives any right to make any sale of Collateral regardless of receive notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership or limited liability company interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, the Secured Parties may, without further noticein their sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as the Secured Parties may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, the Secured Parties may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which the time Secured Parties in good faith believe to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and place (c) the Secured Parties shall not incur any liability or responsibility to which Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Grantors recognize that a ready market may not exist for such Collateral if it was so adjourned. All cash proceeds received is not regularly traded on a recognized securities exchange, and that a sale by the Secured Parties of any such Collateral Agent for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in respect view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale ofof Collateral hereunder, collection fromthe Secured Parties 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 Collateral so sold absolutely free from any claim or right upon the part of Grantors or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, the Secured Parties shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by the Secured Parties, and any Collateral so sold may be retained by the Secured Parties until the sale price is paid in full by the purchaser or purchasers thereof. The Secured Parties shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicerfailure, the Lenders and any of their respective Affiliates shall Collateral may be permitted to participate in any such salesold again.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Indenture, Grantor shall be in default hereunder and Collateral Agent shall have occurred and be continuing, the Facility Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the that Collateral Agent may (with have under this Agreement, under any other Note Document, the consent 13% Secured Notes, the 13% Secured Notes Indenture and under applicable Law or in equity, all of its rights and remedies as a secured party under the Facility Agent) but shall have no obligationUniform Commercial Code as enacted in any such jurisdiction, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of and in addition the following (rights and remedies, all of which may be exercised with or without further notice to the Grantor, subject to Section 13.9):receipt of all required approvals from any applicable Gaming Authority: (a) institute proceedings in its own name to notify any Interest Issuer of any Pledged Securities and any and all other obligors on behalf any Pledged Collateral that the same has been pledged to Collateral Agent for the benefit of the Secured Parties as and that all distributions and other Proceeds thereon are to be made directly and exclusively to Collateral Agent for the collection account of all ObligationsCollateral Agent; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Collateral Agent, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the as if Collateral Agent by Applicable Law or any Transaction Documentwere the owner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Collateral Agent’s name(s) or in the right and remedies name of the Grantor, all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Secured Parties which rights and remedies shall be cumulativePledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Collateral Agent or its nominee or nominees; and (cf) require the Borrower and the Servicer, at the Servicer’s expensein accordance with applicable Law (including applicable Gaming Laws), to (1) assemble all foreclose the Liens and Security Interest created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Collateral Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the sole discretion of Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleAgent.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Facility AgentAgent or the Majority Lenders, also do one or more of the following (subject to Section 13.913.913.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the ServicerCollateral Manager, at the ServicerCollateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Loans pursuant to Section 4.14.14.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Servicer, Agent shall give the Lenders Collateral Manager notice of any sale of Collateral following an acceleration of the outstanding Loans. The Collateral Manager and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price, which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Collateral Manager pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Administrative Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral or the Servicer and the Collateral Agent may (with the consent of the Facility Administrative Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Administrative Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Administrative Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Administrative Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Administrative Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against reasonably promptly at the outstanding Obligations direction of the Administrative Agent pursuant to Section 4.18.3 and such amounts may be distributed on a date that is not a Distribution Date. The ServicerAfter commencement of any of the above actions as set forth in this Section 13.3, the Lenders and any of their respective Affiliates Collateral Agent shall be permitted provide notice to participate in any such saleMorningstar (via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) that an action pursuant to Section 13.3 has been taken pursuant to direction from the Administrative Agent.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, there shall be a default hereunder and, subject to compliance with applicable Gaming Laws, Secured Party shall have occurred in any jurisdiction where enforcement is sought, in addition to all other rights and be continuingremedies that Secured Party may have under this Agreement and under applicable law or in equity, all of its rights and remedies as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and in addition, subject to compliance with Gaming Laws, the Facility Agent mayfollowing rights and remedies, in its sole discretion, direct the Collateral Agent all of which may be exercised with or without further notice to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9):Grantor: (a) institute proceedings in its own name and on behalf to notify any issuer of any Pledged Collateral that the Secured Parties as Collateral same has been pledged to Administrative Agent for the collection benefit of Secured Party and that all Obligationsdividends and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Secured Party, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Secured Party’s name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (c) in accordance with applicable Law (including, without limitation, applicable Gaming Laws), to take possession of the Pledged Collateral Agent with or without judicial process; (d) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (cf) require the Borrower and the Servicerin accordance with all applicable Laws (including, at the Servicer’s expensewithout limitation, applicable Gaming Laws), to (1) assemble all foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement or at the time and place fixed thereforany broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) terms as shall be deposited into the Collection Account acceptable to Secured Party, and to be applied against disclaim warranties of title and possession and the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.like;

Rights Upon Event of Default. If Upon the occurrence of an ------------------------------ Event of Default Default, Lender shall have occurred and be continuing, the Facility Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent that Lender may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in equity or under this Loan Agreement (including, but not limited to, all rights set forth in Article VII hereof) or under the exercise of any power granted hereinPromissory Note, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC as enacted in any jurisdiction, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to Borrower and without affecting the Secured Obligations, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other appropriate action agreement relating to protect any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be acceptable to Lender; (d) to notify obligors on the right Collateral that the Collateral has been assigned to Lender and remedies that all payments thereon are to be made directly and exclusively to Lender, for the benefit of Lender; (e) to collect by legal proceedings or otherwise all Distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Lender, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Lender may deposit or surrender control of the Collateral Agent and or accept other Property in exchange for the Secured Parties which rights and remedies shall be cumulativeCollateral; and (ch) require to settle, compromise or release, on terms acceptable to Lender, in whole or in part, any amounts owing on the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all Collateral or any part disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Lender or in the name of Borrower; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral as directed and take or bring, in the name of Lender or in the name of Borrower, any and all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at other action taken by Lender which may release any obligor from personal liability on any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere Collateral, and Borrower waives any right not expressly provided for in accordance with Applicable Law. The Borrower agrees that, this Loan Agreement to the extent receive notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Lender in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from time voluntary payments or foreclosure proceedings or other legal action taken by Lender or Borrower may be applied by Lender without notice to time by announcement Borrower to the Secured Obligations in such order and manner as Lender in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under this Loan Agreement or the Promissory Note; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Lender may, at the time cost and place fixed thereforexpense of Borrower, use such of its supplies, equipment, facilities and such space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale may, without further notice, be made at or disposition and/or sell or dispose of the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part portion of the Collateral (after payment owned by Borrower or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any amounts incurred premises of Borrower for such purposes and for such periods of time as reasonably required by Lender; (n) to receive, open and dispose of all mail addressed to Borrower and notify postal authorities to change the address for delivery thereof to such address as Lender may designate; provided that Lender agrees that it will promptly deliver over to Borrower such opened mail as does not relate to the Collateral; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Lender's sole option and as Lender in connection with such sale) shall be deposited into its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collection Account Collateral and make it available to be applied against Lender at places that Lender may reasonably designate, whether at the outstanding Obligations pursuant premises of Borrower or elsewhere, and will make available to Section 4.1. The ServicerLender, free of cost, all premises, equipment and facilities of Borrower for the Lenders and any purpose of their respective Affiliates shall be permitted to participate Lender's taking possession of the Collateral or storing same or removing or putting the Collateral in any such salesalable form or selling or disposing of same.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of USActive 58353885.2 the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, Grantors shall be in default hereunder and Administrative Agent shall have occurred in any jurisdiction where enforcement is sought in addition to all other rights and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral that Administrative Agent may (with have under this Agreement and under applicable law or in equity, all of its rights and remedies as a Administrative Agent under the consent of the Facility Agent) but shall have no obligationUniform Commercial Code as enacted in any such jurisdiction, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of and in addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors (subject to other than notice expressly required under Section 13.97 of this Agreement): (a) institute proceedings in its own name to notify any Issuer of any Pledged Securities and any and all other obligors on behalf of any Pledged Collateral that the Secured Parties as Collateral same has been pledged to Administrative Agent for the collection benefit of Administrative Agent and that all ObligationsDistributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Administrative Agent; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Administrative Agent, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Administrative Agent were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Administrative Agent’s name(s) or in the name of Grantors, all steps, actions, suits or proceedings deemed by Administrative Agent necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (c) in accordance with applicable law, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of Grantors, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Administrative Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require in accordance with applicable law to foreclose the Borrower Liens and security interests created under this Agreement or under any other agreement relating to the ServicerPledged Collateral by any available judicial procedure or without judicial process, at and to sell, assign or otherwise dispose of the Servicer’s expense, to (1) assemble all Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Administrative Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleAdministrative Agent.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default Default, Collateral Agent shall have occurred and be continuing, the Facility Agent mayhave, in its sole discretionany jurisdiction where enforcement hereof is sought, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the that Collateral Agent may have under applicable Law or in equity or under this Agreement (with including, without limitation, all rights set forth in Section 6 hereof), the consent of 13% Secured Notes, the Facility Agent) but shall have no obligation, 13% Secured Notes Indenture or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueNote Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and take remedies, all of which may be exercised with or without notice to Grantors (except to the extent notice is otherwise required to be given pursuant to the fourth paragraph this Section 10) and without affecting the Obligations of Grantors hereunder or under any other appropriate action Note Document, the 13% Secured Notes or the 13% Secured Notes Indenture or the enforceability of the Liens and security interests created hereby: (a) to protect foreclose the Liens and enforce security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the right purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and remedies upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent and that all payments thereon are to be made directly and exclusively to Collateral Agent; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner; (g) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of Grantors; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of Grantors, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives to the extent permitted by Law, any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or any Grantor may be applied by Collateral Agent without notice to such Grantor to the Secured Parties which rights Obligations in such order and remedies manner as Collateral Agent in its sole discretion shall determine; (k) to insure, process and preserve the Collateral; (l) to exercise all rights, remedies, powers or privileges provided under any of the Note Documents; (m) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be reasonably necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by any Grantor or to properly administer and control the handling of collections and realizations thereon, and Collateral Agent shall be cumulativedeemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (n) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to such Grantor such mail as does not relate to the Collateral; and (co) require to exercise all other rights, powers, privileges and remedies of an owner of the Borrower Collateral; all at Collateral Agent’s sole option and the Serviceras Collateral Agent in its sole discretion may deem advisable. Any Grantor will, at Collateral Agent’s written request, assemble the Servicer’s expense, to Collateral (1) assemble all or any part thereof, as requested) and make it available to Collateral Agent at places which Collateral Agent may designate, whether at the premises of such Grantor or elsewhere (provided, however, that such Grantor shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful), and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Collateral Agent’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand, either in person, by agent or by a receiver to be appointed by a court, and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as directed ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at a Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral being within the view of prospective purchasers. With respect to any Collateral located within or subject to the jurisdiction of the Gaming Authority, Collateral Agent may also request, in connection therewith, the Gaming Authority to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Collateral Agent for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. Collateral Agent may direct the order and manner of sale of the Collateral, or portions thereof, as it in its sole and absolute discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Collateral Agent or any Person on Collateral Agent’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like; and thereafter pro rata to the satisfaction of the Secured Obligations (i) as among the Noteholders, pursuant to Section 6.06 of the Indenture and (ii) as among the 13% Secured Notes Secured Parties, as set forth in the 13% Secured Notes Indenture. In making the determination and allocations required by this Section 10, the Collateral Agent may conclusively rely upon information supplied by the 13% Secured Notes Secured Parties or the trustee for the 13% Secured Notes as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the 13% Secured Notes Obligations and the Collateral Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information. All distributions made by the Collateral Agent (at the direction of the Facility Agent) pursuant to this Section 10 shall be final, and make the same available to the Collateral Agent at a place shall have no duty to be designated inquire as to the application by the 13% Secured Notes Secured Parties or trustee for the 13% Secured Notes of any amounts distributed to the 13% Secured Notes Secured Parties. Grantors and any other Person then obligated therefor shall pay to Collateral Agent (at the direction on written demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell Collateral. Unless the Collateral (at the direction is perishable or threatens to decline speedily in value or is of the Facility Agent) a type customarily sold on a recognized market, Collateral Agent will send or any part thereof in one or more parcels at a public or private saleotherwise make available to Grantors, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make each Grantor at its addresses designated below, at least ten days before the date of the sale, each Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations extent as expressly provided for in this paragraph. With respect to time by announcement at any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the time and place fixed thereforlike, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may (i) approach and negotiate with a limited number of potential purchasers, and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, each Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, (b) Grantors shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Collateral Agent shall not incur any liability or responsibility to Grantors in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral 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 Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicerfailure, the Lenders and any of their respective Affiliates shall Collateral may be permitted to participate in any such salesold again.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral or the Servicer and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility AgentAgent or the Required Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 8.3, against all or any part of the outstanding Obligations Advances pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent may, Grantors shall be in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral default hereunder and the Collateral Agent may (with for the consent benefit of the Facility Agent) but Secured Parties shall have no obligationhave, or in any jurisdiction where enforcement is sought, in addition to all other rights and remedies that the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other Financing Document by any available judicial procedure or without judicial process; (ii) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to notify obligors on the Collateral that the Collateral has been assigned to the Collateral Agent for the benefit of the Secured Parties and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Collateral Agent for the account of the Secured Parties; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Collateral Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Collateral Agent reasonably deems appropriate action and is commercially reasonable; (vii) to protect settle, compromise or release, on terms acceptable to the Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and enforce adjustments and issue credits in connection with the right and remedies Collateral in the name of the Collateral Agent for the benefit of the Secured Parties or in the name of the Grantors; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of the Secured Parties or in the name of the Grantors, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Collateral Agent to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consent to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Secured Parties which rights may release any obligor from personal liability on any of the Collateral, and remedies each Grantor waives, to the extent permitted by applicable law, any right to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral, and any money or other property received by the Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Collateral Agent or any Grantor may be applied by the Collateral Agent, without notice to any Grantor, to the Obligations in such order and manner as the Collateral Agent in its sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Financing Documents; (xii) to remove, from any premises where the same may be cumulative; and (c) require located, the Borrower Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the ServicerCollateral Agent may, at the Servicer’s expensecost and expense of the Grantors, use such of their supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and the Collateral Agent shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by the Collateral Agent; (1xiii) assemble all concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Collateral consisting of instruments, securities or other investment property of such Grantor, to exchange certificates or instruments representing or evidencing such Collateral for certificates or instruments of smaller or larger denominations and exercise the voting and all other rights as directed by a holder with respect thereto; and (xiv) to give notice of sole control or any other instruction under any Deposit Account Control Agreement or and take any action therein with respect to such Collateral. Each Grantor will, at the Collateral Agent (at Agent’s request, assemble the direction of the Facility Agent) Collateral and make the same it available to the Collateral Agent at a place to be designated by places which the Collateral Agent (may designate, whether at the direction premises of the Facility Agent) that is reasonably convenient such Grantor or elsewhere, and will make available to such parties and (2) without notice except as specified below, sell the Collateral (at Agent, free of cost, all premises, equipment and facilities of such Grantor for the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any purpose of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part taking possession of the Collateral (after payment or storing the same or removing or putting the Collateral in salable form or selling or disposing of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such salesame.

Rights Upon Event of Default. (i) If an Event of Default shall have occurred occur and be continuing, the Facility Agent mayTrustee may exercise, in its sole discretion, direct addition to the Collateral Agent other rights and remedies granted to exercise any of the remedies specified herein it in respect of the Collateral this Pledge and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligationother Bond Financing Documents, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name all rights and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC UCC. (ii) Without limiting the generality of the foregoing, the Trustee may in such circumstances forthwith collect, receive, appropriate and take realize upon the Collateral Security, or any other appropriate action part thereof, and/or may forthwith sell, lease, assign, give options to protect purchase, or otherwise dispose of and enforce deliver the Collateral Security or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sales, at any exchange, broker's board or office of the Trustee or elsewhere upon such terms and conditions and at such prices as the Trustee in its absolute discretion may determine, for cash or on credit or for future delivery without assumption of any credit risk. The Trustee shall have the right and remedies upon any such public sale or, to the extent permitted by law, private sale to purchase the whole or any part of the Collateral Agent and Security so sold, free of any right or equity of redemption in the Secured Parties Parent, which rights and remedies shall be cumulative; andright or equity is hereby waived or released. (ciii) require To the Borrower extent permitted by law, the Parent waives all claims, damages, and demands against the ServicerTrustee arising out of the repossession, at retention or sale of Collateral Security. In the Servicer’s expenseevent of a private sale, to (1) assemble the Trustee shall incur no responsibility or liability for selling all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent Security at a place to price that the Trustee, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable or obtainable under the circumstances, notwithstanding the possibility that a substantially higher price might be designated by realized if the Collateral Agent sale were deferred until after registration as provided in Section 6(c). (at the direction of the Facility Agentiv) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or If any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of a proposed sale or disposition of Collateral Security shall be required by law, such notice shall be deemed reasonably and properly given if given in accordance with Section 7(b) at least ten days’ notice to 5 days before such sale or disposition. Upon any sale of Collateral Security by the Borrower Trustee hereunder (whether by virtue of the time and place power of any public the sale herein granted, pursuant to judicial process or otherwise), the receipt of the Trustee or the time after which any private officer making the sale is shall be a sufficient discharge to be made shall constitute reasonable notification. The a purchaser of Collateral Agent Security so sold, and such purchaser shall not be obligated to make any sale see to the application of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the purchase money paid over to the Trustee or such officer or be answerable in any way for the misapplication or non-application thereof. (v) The Parent also agrees to pay all costs of the Collateral (after payment Parties, including reasonable attorneys' fees and expenses of counsel to any Collateral Party, incurred with respect to the collection of any amounts incurred in connection with such sale) shall be deposited into of the Collection Account and to be applied against Secured Obligations or the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and enforcement of any of their respective Affiliates shall be permitted to participate in any such salethe Trustee's rights hereunder.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor Obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The For the avoidance of doubt, the Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Administrative Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral or the Servicer and the Collateral Agent may (with the consent of the Facility Administrative Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Administrative Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Administrative Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Administrative Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Administrative Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against reasonably promptly at the outstanding Obligations direction of the Administrative Agent pursuant to Section 4.18.3, against all or any part of the outstanding Advances pursuant to Section 4.1 or otherwise in such order as and such amounts may be distributed on a date that is not a Distribution Date. The ServicerAfter commencement of any of the above actions as set forth in this Section 13.3, the Lenders and any of their respective Affiliates Collateral Agent shall be permitted directed by provide notice to participate Morningstar (via email at ▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇.▇▇▇) that an action pursuant to Section 13.3 has been taken pursuant to direction from the Administrative Agent (in any such saleits sole discretion).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Pass-Through Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The For the avoidance of doubt, the Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Facility AgentAgent or the Required Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Loans pursuant to Section 4.14.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Servicer, Agent shall give the Lenders Servicer notice of any sale of Collateral following an acceleration of the outstanding Loans. The Servicer and any of their respective Affiliates shall be permitted to participate in any such sale. Notwithstanding anything herein to the contrary, at any time before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all its Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”), with a copy to the Collateral Agent, which shall include a proposed purchase price and be delivered not later than three (3) Business Days after the date on which the Borrower first received notice from the Agent of the occurrence of such Event of Default and termination of the Commitments, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (c). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at par, for settlement within the normal settlement period for such Collateral; provided that the cash purchase price thereof must be received no later than twelve (12) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Servicer pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(c).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, Borrower shall be in default hereunder and the Administrative Agent shall have occurred and be continuing, the Facility Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, direct addition to all other rights and remedies that the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Administrative Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name under this Agreement and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Borrower: (i) to notify each Subsidiary that the Pledge Securities have been pledged to the Administrative Agent and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Administrative Agent, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Administrative Agent were the owner thereof; (ii) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in the Administrative Agent's name or in the name of Borrower, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (iii) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process; (iv) to endorse, in the name of Borrower, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (v) to transfer any other appropriate action to protect and enforce the right and remedies or all of the Pledged Collateral into the name of the Administrative Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cvi) require the Borrower and the Servicer, at the Servicer’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement the Administrative Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part sole discretion of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleAdministrative Agent.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default under the Loan Agreement, Grantor shall be in default hereunder and, subject to compliance with applicable Gaming Laws, Secured Party shall have occurred and be continuing, the Facility Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Secured Party may have under this Agreement and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise equity, all of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any its rights and remedies of as a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition, subject to compliance with Gaming Laws, the following rights and remedies, all of which may be exercised with or without further notice to Grantor: (1) to notify any issuer of any Pledged Collateral that the same has been pledged to Administrative Agent for the benefit of Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to Administrative Agent for the account of Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in whole or in part, the Pledged Collateral and any amounts owing thereon; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Secured Party were the owner thereof; (2) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take any other appropriate action or bring, in Secured Party's name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies Pledged Collateral; (3) in accordance with applicable Law (including, without limitation, applicable Gaming Laws), to take possession of the Pledged Collateral Agent with or without judicial process; (4) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (5) to transfer any or all of the Pledged Collateral into the name of Secured Parties which rights and remedies shall be cumulativeParty or its nominee or nominees; and (c6) require the Borrower and the Servicerin accordance with all applicable Laws (including, at the Servicer’s expensewithout limitation, applicable Gaming Laws), to (1) assemble all foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleSecured Party.

Rights Upon Event of Default. If an Upon the occurrence of any Event of Default Default, the Agent may enforce this Guaranty independently of any other remedy or security the Agent or the Lenders at any time may have or hold in connection with the Guarantied Obligations, and it shall not be necessary for the Agent or the Lenders to marshal assets in favor of the Borrower, Guarantor or any other Person or to proceed upon or against and/or exhaust any security or remedy before proceeding to enforce this Guaranty. The Agent may file a separate action or actions against Guarantor, whether action is brought or prosecuted with respect to any security or against any other Person, or whether any other Person is joined in any such action or actions. Guarantor agrees that the Agent, the Lenders and the Borrower may deal with each other in connection with the Guarantied Obligations or otherwise, or alter any contracts or agreements now or hereafter existing between them, in any manner whatsoever, all without in any way altering or affecting the security of this Guaranty. The Agent’s and Lenders’ rights hereunder shall be reinstated and revived, and the enforceability of this Guaranty shall continue, with respect to any amount at any time paid on account of the Guarantied Obligations which thereafter shall be required to be restored or returned by any Lender upon the bankruptcy, insolvency or reorganization of the Borrower or Guarantor, or for any other reason, all as though such amount had not been paid. The rights of the Agent and Lenders created or granted herein and the enforceability of this Guaranty at all times shall remain effective to guarantee the full amount of all the Guarantied Obligations even though the Guarantied Obligations, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against the Borrower and whether or not the Borrower shall have occurred any personal liability with respect thereto. Guarantor expressly waives any and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any all defenses now or hereafter arising or asserted by reason of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf any disability or other defense of the Secured Parties as Collateral Agent for Borrower with respect to the collection of all Guarantied Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise the unenforceability or invalidity of any remedies security or guaranty for the Guarantied Obligations or the lack of a secured party under perfection or continuing perfection or failure of priority of any security for the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and Guarantied Obligations, (c) require the cessation for any cause whatsoever of the liability, in whole or in part, of the Borrower (other than by reason of the full payment and performance of all Guarantied Obligations), (d) any failure of the ServicerAgent or the Lenders to marshal assets in favor of the Borrower or any other person, at (e) any failure of the ServicerAgent or the Lenders to give notice of sale or other disposition of any collateral (now or hereafter securing the Guarantied Obligations) to the Borrower or any other Person or any defect in any notice that may be given in connection with any sale or disposition of collateral, (f) any failure of the Agent or the Lenders to comply with Applicable Law in connection with the sale or other disposition of any collateral or other security for any Guarantied Obligation, including any failure of the Agent or the Lenders to conduct a commercially reasonable sale or other disposition of any collateral or other security for any Guarantied Obligation, (g) any act or omission of the Agent or the Lenders, or others that directly or indirectly results in or aids the discharge or release of the Borrower or the Guarantied Obligations or any security or guaranty therefor by operation of Law or otherwise (other than by reason of the full payment and performance of all Guarantied Obligations), (h) any Applicable Law which provides that the obligation of a surety or guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal or which reduces a surety’s expenseor guarantor’s obligation in proportion to the principal obligation, including, without limitation, all rights and benefits under Section 2809 of the California Civil Code purporting to reduce a guarantor’s obligation in proportion to the obligation of the principal, (i) any failure of the Agent or the Lenders to file or enforce a claim in any bankruptcy or other proceeding with respect to any Person, (j) the election by the Agent or the Lenders in any bankruptcy proceeding of any Person, of the application or non-application of Section 1111 (b)(2) of the United States Bankruptcy Code, (k) any extension of credit or the grant of any lien under ▇▇▇▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Bankruptcy Code, (1) assemble all or any part use of cash collateral under Section 363 of the Collateral as directed by United States Bankruptcy Code, (in) any agreement or stipulation with respect to the Collateral Agent provision of adequate protection in any bankruptcy proceeding of any Person, (at n) the direction avoidance of any lien in favor of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of Lenders for any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection fromreason, or other realization upon(o) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against any Person, including any discharge of; or bar or stay against collecting, all or any part of the Collateral Guarantied Obligations (after payment or any interest thereon) in or as a result of any amounts incurred such proceedings, (p) without limiting the generality of the foregoing or any other provision hereof; all rights and benefits which might otherwise be available to Guarantor under California Civil Code Sections 2787 through 2855, inclusive. Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Guarantied Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurring of new, or additional Guarantied Obligations. Guarantor further waives Section 2815 of the California Civil Code which provides that a continuing guaranty may be revoked at any time by the guarantor in connection with such sale) shall be deposited into respect to future transactions and, by virtue of this waiver, Guarantor acknowledges that Guarantor does not have any right to revoke this Guaranty as to future advances or additional loans under the Collection Account and Loan Documents and, thus, Guarantor may essentially have no control over its ultimate responsibility for Borrower’s indebtedness guaranteed hereunder. Finally, Guarantor agrees that all advances under the Loans are to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any construed as components of their respective Affiliates shall be permitted to participate in any such salebut a single transaction.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Facility AgentAgent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Loans pursuant to Section 4.1. The Servicer, 4.1 or otherwise in such order as the Lenders and any of their respective Affiliates Collateral Agent shall be permitted to participate directed by the Agent (in any such saleits sole discretion).

Rights Upon Event of Default. If Subject to the terms of the First Lien Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptlyhave, at the written direction of the Facility Agentin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of and/or Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 9 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueNotes Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Grantor hereunder or under any other Notes Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Pledged Securities Issuer, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (g) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (i) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (j) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of each Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or any Grantor may be applied by Collateral Agent without notice to each Grantor to the Secured Obligations in such order and manner as set forth in the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Notes Documents; (n) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by each Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Notes Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the ServicerCollateral Agent may reasonably designate, whether at the Servicerpremises of each Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (at except to the direction extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in one process or more parcels at rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the Facility Agentnecessity of the Collateral’s offices being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with Applicable Law. The Borrower agrees thatthe Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the extent other Persons entitled thereto in accordance with the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral, including the time and place fixed thereforPledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, each Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral 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 Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Indenture, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicerfailure, the Lenders and any of their respective Affiliates shall Collateral may be permitted to participate in any such salesold again.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor Obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent DOCPROPERTY DocID \* MERGEFORMAT USActive 61774393.5 -113- (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Collateral Agent shall give the Servicer notice of any sale of Collateral following an acceleration of the outstanding Advances. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, Required Lenders may direct the Collateral Facility Agent to exercise any of the remedies specified herein in respect of the Borrower Collateral and the Collateral Facility Agent may (with the consent of the Facility AgentRequired Lenders) but shall have no obligation, or the Collateral Facility Agent shall promptlyshall, at the written direction of the Facility AgentRequired Lenders, also do one or more of the following (subject to Section 13.913.5): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Facility Agent for the collection of all Obligationsamounts then payable on the Notes or hereunder with necessary to inform itself as to the business, whether by declaration or otherwiseoperations, enforce any judgment obtainedproperty, financial and other condition and creditworthiness of the Borrower, TPVG, the Collateral Manager, and collect from the Contracts. Except as expressly provided herein, no Note Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the Borrower Collateral or the business, operations, property, prospects, financial and other condition or creditworthiness of the Borrower, TPVG, the Collateral Manager or the Lenders which may come into the possession of such Note Agent or any other obligor with respect thereto moneys adjudged dueof its officers, directors, employees, agents, attorneys-in-fact or affiliates. In no event shall the Facility Agent be liable to any Lender for the specific enforcement any indirect, special, punitive or consequential loss or damage of any covenant kind whatsoever, including, but not limited to, lost profits, even if the Facility Agent has been advised of the likelihood of such loss or agreement in damage and regardless of the form of action. In no event shall the Facility Agent be liable for any Transaction Document failure or delay in the exercise performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to, acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, embargo, government action, including any power granted hereinlaws, ordinances, regulations, governmental action or to enforce any other proper remedy the like which delay, restrict or legal or equitable right vested in prohibit the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies providing of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed services contemplated by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such salethis Agreement.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall, at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (i) (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Advances pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Facility AgentAgent or the Required Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Loans pursuant to Section 4.14.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). The Servicer, Agent shall give the Lenders Servicer notice of any sale of Collateral following an acceleration of the outstanding Loans. The Servicer and any of their respective Affiliates shall be permitted to participate in any such sale. (d) Subject to the remainder of this Section 13.3(d), before the Collateral Agent has disposed of any of the Collateral or entered into a contract for its disposition under Section 9-610 of the UCC as in effect in New York, in each case, as set forth in Section 9-623(c)(2) of the UCC as in effect in New York, the Borrower, the Servicer, the Equityholder and/or any Affiliate thereof or fund or account managed by the Servicer or any Affiliate thereof and designated in writing by the Servicer (such parties, collectively in such capacity, the “Purchasing Parties”) shall have the right to terminate this Agreement and obtain a release of all Collateral by delivering the full unpaid amount of all Obligations to the Collateral Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”), with a copy to the Collateral Agent, which shall include a proposed purchase price and be delivered not later than five (5) Business Days after the date on which the Borrower first received notice from the Agent of the occurrence of such Event of Default and termination of the Commitments, and which Exercise Notice shall set forth evidence satisfactory to the Agent that the applicable Purchasing Party has access to sufficient capital to consummate such purchase in accordance with this clause (d). Once an Exercise Notice is delivered to the Agent, the applicable Purchasing Party shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at no less than the full unpaid amount of all Obligations, for settlement within the normal settlement period for such Collateral; provided that, the cash purchase price thereof must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Servicer pursuant to Section 7.2, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case, during the time that the Equityholder and its Affiliates are entitled to provide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(d). (e) For the avoidance of doubt, it is understood that the Equityholder, the Servicer, or any of their respective Affiliates may submit its bid for the Collateral or any portion thereof as a combined bid with the bids of other members of a group of bidders, and shall have the right to find bidders to bid on the Collateral or any portion thereof.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, Required Lenders may direct the Collateral Facility Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Facility Agent may (with the consent of the Facility AgentRequired Lenders) but shall have no obligation, or the Collateral Facility Agent shall promptly, at the written direction of the Facility AgentRequired Lenders, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Facility Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Facility Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Collateral; (c) subject to Section 13.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Facility Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 13.3(b), require the Borrower and the ServicerCollateral Manager, at the ServicerCollateral Manager’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Facility Agent (at the direction of the Facility Agent) and make the same available to the Collateral Facility Agent at a place to be designated by the Collateral Facility Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Facility Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Facility Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Facility Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The ServicerCollateral Manager, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If Subject to the terms of the General Intercredi-tor Agreement, upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptlyhave, at the written direction of the Facility Agentin any jurisdiction where enforcement hereof is sought, also do one or more of the following (subject in addition to Section 13.9): (a) institute proceedings in its own name all other rights and on behalf of the Secured Parties as remedies that Collateral Agent for the collection of and/or Secured Party may have under applicable Law or in equity or under this Agreement (including, without limitation, all Obligations, whether by declaration rights set forth in Section 9 hereof) or otherwise, enforce any judgment obtained, and collect from the Borrower and under any other obligor with respect thereto moneys adjudged dueNotes Document, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice (except to the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of any Grantor hereunder or under any other Notes Document, or the enforceability of the Liens and security interests created hereby: (a) to foreclose the Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process in accordance with applicable Law; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (e) to notify any Pledged Securities Issuer, and any and all other obligors on any Pledged Collateral, that the same has been pledged to Collateral Agent for the benefit of Secured Party and that all distributions related thereto, interest and other payments thereon are to be made directly and exclusively to Collateral Agent for the benefit of Secured Party; (f) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (g) to cause the Collateral to be registered in the name of Collateral Agent, as legal owner, for the benefit of Secured Party; (h) to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Collateral Agent may deposit or surrender control of the Collateral and/or accept other Property in exchange for the Collateral; (i) to settle, compromise or release, on terms acceptable to Collateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (j) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of Collateral Agent or in the name of any Grantor; (k) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of Collateral Agent or in the name of each Grantor, any and all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon in accordance with applicable Law, and each Grantor specifically consents to any nonjudi-cial foreclosure of any or all of the Collateral or any other action taken by Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives any right not expressly provided for in this Agreement or required under the NUCC to receive notice of any public or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by Collateral Agent in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Collateral Agent or any Grantor may be applied by Collateral Agent without notice to each Grantor to the Secured Obligations in such order and manner as set forth in the Indenture and the General Intercreditor Agreement; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided to Collateral Agent or Secured Party under any of the Notes Documents; (n) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Collateral Agent may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate action to protect properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the portion of the Collateral owned by each Grantor or to properly administer and enforce control the right handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of each Grantor for such purposes and for such periods of time as reasonably required by Collateral Agent; (o) to receive, open and dispose of all mail addressed to each Grantor and notify postal authorities to change the address for delivery thereof to such address as Collateral Agent may designate; provided that Collateral Agent agrees that it will promptly deliver over to each Grantor such opened mail as does not relate to the Collateral; (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; and (q) to perform any obligation of Grantor under this Agreement or any obligation of any other Person under the Notes Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its sole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent and the Secured Parties at places which rights and remedies shall be cumulative; and (c) require the Borrower and the ServicerCollateral Agent may reasonably designate, whether at the Servicerpremises of each Grantor or elsewhere, and will make available to Collateral Agent, free of cost, all premises, equipment and facilities of each Grantor for the purpose of Collateral Agent’s expense, to (1) assemble all or any part taking possession of the Collateral as directed by or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent also shall have the right, without notice or demand (at except to the direction extent notice and demand are required to be given pursuant to applicable Law), either in person, by agent or by a receiver to be appointed by a court (and each Grantor hereby expressly consents upon the occurrence and during the continuance of an Event of Default to the appointment of such a receiver), and without regard to the adequacy of any security for the Secured Obligations, to take possession of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Collateral Agent shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in one process or more parcels at rendering of services in connection with enforcing any of the security interests granted to Collateral Agent for the benefit of Secured Party by each Grantor. Taking possession of the Collateral shall not cure or waive any Event of Default or notice thereof or invalidate any act done pursuant to such notice. The rights, remedies and powers of any receiver appointed by a court shall be as ordered by said court. Any public or private sale, at any sale or other disposition of the Collateral may be held at any office of Collateral Agent, or at each Grantor’s places of business, or at any other place permitted by applicable Law, and without the Facility Agentnecessity of the Collateral’s offices being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or elsewhere portions thereof, as it in its discretion may determine, and each Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Secured Party or any Person on Secured Party’s behalf may bid and purchase at any such sale or other disposition. The net cash proceeds resulting from the collection, liquidation, sale, lease or other disposition of the Collateral shall be applied, first, to the expenses (including reasonable attorneys’ fees and disbursements) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating and the like, and then to the satisfaction of the Secured Obligations entitled thereto in accordance with Applicable Law. The Borrower agrees thatthe Indenture and the General Intercreditor Agreement, and then to the extent other Persons entitled thereto in accordance with the Indenture and the General Intercreditor Agreement. Each Grantor and any other Person then obligated therefor shall pay to Collateral Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Collateral Agent will send or otherwise make available to each Grantor, reasonable notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale thereof or of the time on or after which any private sale thereof is to be made shall constitute reasonable notificationmade. The Collateral Agent requirement of sending reasonable notice conclusively shall not be obligated met if such notice is mailed, first class mail, postage prepaid, to make each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any sale of Collateral regardless of right to receive notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to time by announcement at any Collateral, including the time and place fixed thereforPledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such sale Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, without further noticein its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Collateral Agent may deem necessary or advisable in order that the sale may be made lawfully conducted. Without limiting the foregoing, Collateral Agent may: (i) approach and negotiate with a limited number of potential purchasers; and (ii) restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing such Collateral for their own account for investment and not with a view to the distribution or resale thereof. In the event that any such Collateral is sold at the time and place to private sale, each Grantor agrees that if such Collateral is sold for a price which it was so adjourned. All cash proceeds received by the Collateral Agent in respect good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be deemed to be commercially reasonable in all respects, and (b) Collateral Agent and Secured Party shall not incur any liability or responsibility to any Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. Each Grantor recognizes that a ready market may not exist for such Collateral if it is not regularly traded on a recognized securities exchange, and that a sale by Collateral Agent of any such Collateral for an amount substantially less than a pro rata share of the fair market value of the issuer’s assets minus liabilities may be commercially reasonable in view of the difficulties that may be encountered in attempting to sell a large amount of such Collateral or Collateral that is privately traded. Upon the occurrence and during the continuance of an Event of Default, Collateral Agent may for the benefit of Secured Party use any of the Trademarks for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted by each Grantor to Collateral Agent for the benefit of Secured Party. Collateral Agent may grant such license or licenses relating to the Trademark Collateral for such term or terms, on such conditions and in such manner, as Collateral Agent shall, in its sole discretion, deem appropriate. Such license or licenses may be general, special, or otherwise, and may be granted on an exclusive or non-exclusive basis throughout all or part of the United States of America, its territories and possessions, and all foreign countries. In connection with any such license or any sale or other disposition of the Trademark Collateral (or any part thereof), each Grantor shall supply to Collateral Agent, or Collateral Agent’s designee, such Grantor’s knowledge and expertise relating to the manufacture and sale of the products and services bearing the Trademarks and Grantor’s customer lists and other records relating to the Trademarks and the distribution thereof. Upon consummation of any sale ofof Collateral hereunder, collection fromCollateral 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 Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other realization uponPerson, and each Grantor hereby waives (to the extent permitted by applicable Laws) all rights of redemption, stay and appraisal which it now has or may at any time in the future have under any rule of Law or statute now existing or hereafter enacted. If the sale of all or any part of the Collateral (after payment is made on credit or for future delivery, Collateral Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Collateral Agent, and any Collateral so sold may be retained by Collateral Agent, subject to the terms of the Indenture and the General Intercreditor Agreement, until the sale price is paid in full by the purchaser or purchasers thereof. Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to pay for the Collateral so sold, and, in case of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicerfailure, the Lenders and any of their respective Affiliates shall Collateral may be permitted to participate in any such salesold again.

Rights Upon Event of Default. If During the existence of an Event of Default shall have occurred and be continuingDefault, the Facility Agent mayGrantors shall be in default hereunder and, subject to applicable law, Secured Party shall have, in its sole discretionany jurisdiction where enforcement is sought, direct the Collateral Agent in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral that Secured Party may have under this Agreement and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies in accordance with applicable law, all of which may be exercised with or without further prior notice to the Grantors except such notice as may be specifically required by applicable law: (i) to foreclose the Liens and security interests created hereunder or under any other appropriate action Operative Document by any available judicial procedure or without judicial process; (ii) to protect enter peaceably any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and enforce upon such terms as shall be commercially reasonable; (iv) to notify obligors on the right Collateral that the Collateral has been assigned to Secured Party and remedies that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to Secured Party; (v) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith Secured Party may deposit or surrender control of the Collateral Agent and/or accept other property in exchange for the Collateral as Secured Party reasonably deems appropriate and is commercially reasonable; (vii) to settle, compromise or release, on terms acceptable to Secured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the applicable Grantor for the benefit of Secured Parties which rights Party; (ix) to enforce payment and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, prosecute any action or proceeding with respect to (1) assemble any or all or any part of the Collateral as directed and take or bring, on behalf of itself or in the name of the applicable Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by Secured Party to effect collection of or to realize upon the Collateral, including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at other action taken by Secured Party which may release any obligor from personal liability on any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees thatCollateral, and each Grantor waives, to the extent permitted by applicable law, any right to receive prior notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private judicial or nonjudicial sale from time to time by announcement at or foreclosure of any security or any of the time and place fixed thereforCollateral, and such sale mayany money or other property received by Secured Party in exchange for or on account of the Collateral, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by Secured Party or any of the Grantors, may be applied by Secured Party, without further noticenotice to the Grantors, be made at to the time Obligations in such order and place manner as Secured Party in its sole discretion shall determine; (x) to which it was so adjourned. All cash proceeds received by insure, protect and preserve the Collateral Agent in respect of Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.Operative Documents; and

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to the Side Letter, Section 13.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right rights and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) subject to the rights of the Purchasing Parties (as defined in the Side Letter) set forth in the Side Letter, require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such salesale subject to terms and conditions that are no worse than any of the other foreclosure sale participants. (d) Notwithstanding anything herein to the contrary, the Facility Agent shall not direct the Collateral Agent to cause liquidation of the Collateral to occur during the time that the Purchasing Parties are entitled to provide an Exercise Notice (as defined in the Side Letter) or during the settlement period related to any purchase in the event that any Purchasing Party provides an Exercise Notice, in each case, pursuant to the terms of the Side Letter.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Credit Agreement, the Pledgor shall be in default hereunder and Secured Parties shall have occurred and be continuing, the Facility Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the that Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, may have under this Agreement and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to Pledgor: (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to Secured Parties and that all dividends and other payments thereon are to be made directly and exclusively to the Administrative Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Secured Parties, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Administrative Agent were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Secured Parties’ names or in the right and remedies name of the Pledgor, all steps, actions, suits or proceedings deemed by the Administrative Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable law, to take possession of and operate or control the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Pledgor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of the Administrative Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require the Borrower and the Servicer, at the Servicer’s expensein accordance with applicable law, to (1) assemble all foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement the Administrative Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part sole discretion of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleSecured Parties.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default under the Indenture, Grantors shall be in default hereunder and Collateral Agent shall have occurred and be continuing, the Facility Agent mayin any jurisdiction where enforcement is sought, in its sole discretion, direct the Collateral Agent addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and the that Collateral Agent may (with have under this Agreement and under applicable Law or in equity, all of its rights and remedies as a secured party under the consent of the Facility Agent) but shall have no obligationUniform Commercial Code as enacted in any such jurisdiction, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of and in addition the following (rights and remedies, all of which may be exercised with or without further notice to any Grantor, subject to Section 13.9):receipt of all required approvals from any applicable Gaming Authority: (a) institute proceedings in its own name to notify any Interest Issuer of any Pledged Securities and any and all other obligors on behalf of any Pledged Collateral that the Secured Parties as same has been pledged to Collateral Agent for the collection benefit of the Noteholders and that all Obligationsdistributions and other Proceeds thereon are to be made directly and exclusively to Collateral Agent for the account of Collateral Agent; to renew, whether by declaration extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwiseotherwise liquidate, enforce any judgment obtainedon terms acceptable to Collateral Agent, and collect from in whole or in part, the Borrower Pledged Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the as if Collateral Agent by Applicable Law or any Transaction Documentwere the owner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action to protect and enforce or bring, in Collateral Agent’s name(s) or in the right and remedies name of the applicable Grantor(s), all steps, actions, suits or proceedings deemed by Collateral Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Law, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the applicable Grantor(s), all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Secured Parties which rights and remedies shall be cumulativePledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Collateral Agent or its nominee or nominees; and (cf) require the Borrower and the Servicer, at the Servicer’s expensein accordance with applicable Law (including applicable Gaming Laws), to (1) assemble all foreclose the Liens and Security Interest created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker’s board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Collateral Agent; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the sole discretion of Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleAgent.

Rights Upon Event of Default. If 6.1 Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent may, in its sole discretion, direct the Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to exercise any of the all other rights and remedies specified herein in respect of the Collateral and that the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable law or in the exercise of any power granted hereinequity or under this Agreement, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC and take Uniform Commercial Code as enacted in any such jurisdiction. Without limiting the foregoing, the Collateral Agent, on behalf of the Investors, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon the Grantors or any other person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate action and realize upon any or all of the Collateral, and/or may sell, lease, assign, give option or options to protect purchase, or otherwise dispose of and enforce the right and remedies deliver any or all of the Collateral Agent and (or contract to do any of the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicerforegoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office or elsewhere upon such terms and conditions as the Servicer’s expenseCollateral Agent may deem advisable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, on behalf of the Investors, shall have the right upon any such public sale or sales, and, to (1) assemble the extent permitted by law, upon any such private sale or sales, to purchase all or any part of the Collateral as directed so sold, free of any right or equity of redemption in the Grantors, which right or equity is hereby waived or released. The Collateral Agent, on behalf of the Investors, shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable expenses incurred therein or in connection with the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Investors under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to the payment in whole or in part of the Obligations, and only after such application and after the payment by the Collateral Agent (at the direction of the Facility Agent) and make the same available to any other amount required by any provision of law, need the Collateral Agent at a place account for the surplus, if any, to be designated the Grantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands they may acquire against the Collateral Agent arising out of the exercise by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Lawits rights hereunder. The Borrower agrees that, to the extent If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days’ notice to (10) days before such sale or other disposition. The Grantors shall remain liable for any deficiency if the Borrower proceeds of any sale or other disposition of the time Collateral are insufficient to pay the Obligations and place the reasonable fees and disbursements of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received attorneys employed by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with to collect such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saledeficiency.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall, at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Advances pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If Upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent may, Grantor shall be in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral default hereunder and the Collateral Agent may (with shall, except as otherwise expressly provided in the consent of the Facility Agent) but shall Series A Notes, have no obligationin any jurisdiction where enforcement is sought, or in addition to all other rights and remedies that the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name may have under this Agreement and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document under applicable Laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction, and in addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantor except such notice as may be specifically required herein: (a) to notify any issuer of any Pledged Securities, and any and all other obligors on any Pledged Collateral, that the same has been pledged to the Collateral Agent and that all dividends and other payments thereon are to be made directly and exclusively to the Collateral Agent; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to the Collateral Agent, in whole or in part, the Pledged Collateral and any amounts owing thereon or any guaranty or security therefor, and to give all consents, waivers and ratifications with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if the Collateral Agent were the owner thereof; (b) to enforce payment and prosecute any action or proceeding with respect to any and all of the Pledged Collateral and take or bring, in the Collateral Agent's name or in the name of the Grantor, all steps, actions, suits or proceedings deemed by the Collateral Agent necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Laws, to take possession of the Pledged Collateral with or without judicial process; (d) to endorse, in the name of the Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any other appropriate action to protect and enforce or all of the right and remedies Pledged Collateral into the name of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulativeor its nominee or nominees; and (cf) require the Borrower and the Servicer, at the Servicer’s expensein accordance with applicable Laws, to (1) assemble all foreclose the Liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral thereof, either at public or private sale or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or for future delivery, or otherwise, with or without representations or warranties, and upon such terms as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available shall be acceptable to the Collateral Agent at a place to be designated by the Collateral Agent (Agent; all at the direction sole option of and in the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any sole discretion of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If Subject to the terms of the Subordination Agreement and upon the occurrence and during the continuance of an Event of Default shall have occurred and be continuingDefault, the Facility Agent mayGrantors shall be in default hereunder and the Lender shall have, in its sole discretionany jurisdiction where enforcement is sought, direct in addition to all other rights and remedies that the Collateral Agent Lender may have under this Agreement and under and to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether maximum extent permitted by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document applicable laws or in the exercise of any power granted hereinequity, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any all rights and remedies of a secured party under the UCC Uniform Commercial Code as enacted in any such jurisdiction in effect at that time, and take in addition the following rights and remedies, all of which may be exercised with or without notice to any Grantor except such notice as may be specifically required by applicable law and to the maximum extent permitted by applicable law: (i) to foreclose the Liens created hereunder or under any other appropriate action Loan Document by any available judicial procedure or without judicial process; (ii) to protect and enforce enter any premises where any Collateral may be located for the right and remedies purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (iii) to sell, assign, lease or otherwise dispose of any Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker’s board, in lot or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be commercially reasonable; (iv) to time notify obligors on the Collateral that the Collateral has been assigned to the Lender and that all payments thereon, or performance with respect thereto, are to be made directly and exclusively to the Lender; (v) to collect by announcement at legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (vi) to enter into any extension, reorganization, disposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral as the Lender deems appropriate; (vii) to settle, compromise or release, on terms acceptable to the Lender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (viii) to extend the time of payment, make allowances and place fixed thereforadjustments and issue credits in connection with the Collateral in the name of the Lender or in the name of any Grantor; (ix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of the Lender or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed necessary or desirable by the Lender to effect collection of or to realize upon the Collateral, including, any judicial or nonjudicial foreclosure thereof or thereon, and such sale mayeach Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Lender which may release any obligor from personal liability on any of the Collateral, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds any money or other property received by the Collateral Agent Lender in respect exchange for or on account of any sale ofthe Collateral, collection fromwhether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other realization uponlegal action taken by Lender or the Grantor may be applied by the Lender, without notice to such Grantor, to the Obligations in such order and manner as the Lender in its sole discretion shall determine; (x) to insure, protect and preserve the Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any part of the other Loan Documents; and (xii) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and the Lender may, at the cost and expense of each Grantor, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral (after payment or to properly administer and control the handling of collections and realizations thereon, and the Lender shall be deemed to have a rent-free tenancy of any amounts incurred premises of such Grantor for such purposes and for such periods of time as reasonably required by the Lender. Each Grantor will, at the Lender’s request, assemble the Collateral and make it available to the Lender at places which the Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to the Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of the Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in connection with such sale) shall be deposited into salable form or selling or disposing of the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1same. The Servicer, Lender has no obligation to clean-up or otherwise prepare the Lenders and any of their respective Affiliates shall be permitted to participate in any such Collateral for sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to the Side Letter, Section 13.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right rights and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) subject to the rights of the Purchasing Parties (as defined in the Side Letter) set forth in the Side Letter, require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Borrower Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such salesale subject to terms and conditions that are no worse than any of the other foreclosure sale participants. (d) Notwithstanding anything herein to the contrary, the Facility Agent shall not direct the Collateral Agent to cause liquidation of the Collateral to occur during the time that the Purchasing Parties are entitled to provide an Exercise Notice (as defined in the Side Letter) or during the settlement period related to any purchase in the event that any Purchasing Party provides an Exercise Notice, in each case, pursuant to the terms of the Side Letter.

Rights Upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Majority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, solely at the written direction of the Facility AgentAgent or the Majority Lenders, also do one or more of the following (subject to Section 13.9): (ai) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (bii) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (ciii) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (solely at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (solely at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (solely at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Loans pursuant to Section 4.14.1 or otherwise in such order as the Collateral Agent shall be directed by the Agent (in its sole discretion). (b) Notwithstanding anything to the contrary herein or in any Transaction Document, in connection with any liquidation or disposition of the Collateral, including without limitation, upon the termination of the Commitments following the occurrence and during the continuation of an Event of Default, the Equityholder and/or any of its Affiliates shall have the right to purchase the Collateral subject to such liquidation or at a purchase price at least equal to the sum of the then accrued and outstanding Obligations, as reasonably determined by the Agent. Any such party may exercise such right by delivering written notice to the Agent (an “Exercise Notice”) which shall include a proposed purchase price and be delivered not later than one (1) Business Day after the date on which the Borrower receives notice from the Agent of the occurrence of such Event of Default and termination of the Commitments, as applicable, and the intent of the Agent to liquidate or dispose of the Collateral, and which Exercise Notice shall set forth evidence reasonably satisfactory to the Agent that the Equityholder has access to sufficient capital to consummate such purchase in accordance with this clause (b). Once an Exercise Notice is delivered to the Agent, the delivering party (or its designated Affiliate or managed fund) shall be obligated, irrevocably and unconditionally, to purchase the Collateral, at the price referenced above, for settlement within the normal settlement period for such Collateral. The Servicercash purchase price must be received no later than ten (10) Business Days following delivery of the Exercise Notice. Neither the Collateral Agent, the Lenders Agent nor any Lender shall assert any right or remedy in respect of the Collateral, including any right described in Section 13.3(a) or Section 13.10, or cause the removal of the Servicer pursuant to Section 7.02, or cause the liquidation or disposition of the Collateral Obligations to occur, in each case during the time that the Equityholder and any of their respective its Affiliates shall be permitted are entitled to participate in any such saleprovide an Exercise Notice and purchase the Collateral pursuant to this Section 13.3(b).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Administrative Agent may, in its sole discretion, or shall at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Administrative Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Administrative Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Administrative Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Administrative Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Administrative Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer8.3, against all or any part of the Lenders and any of their respective Affiliates outstanding Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be permitted to participate directed by the Administrative Agent (in any such saleits sole discretion).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, or shall at the direction of the Required Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility AgentAgent or the Required Lenders) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The For the avoidance of doubt, the Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to the Side Letter, Section 13.913.913.9 and Section 11.8(m)): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right rightrights and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) subject to the rights of the Purchasing Parties (as defined in the Side Letter) set forth in the Side Letter, require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may, at the Borrower’s expense, engage a liquidation agent satisfactory to the Facility Agent in its sole discretion in order to solicit and accept bids for and sell the Collateral. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such salesale subject to terms and conditions that are no worse than any of the other foreclosure sale participants. (d) Notwithstanding anything herein to the contrary, the Facility Agent shall not direct the Collateral Agent to cause liquidation of the Collateral to occur during the time that the Purchasing Parties are entitled to provide an Exercise Notice (as defined in the Side Letter) or during the settlement period related to any purchase in the event that any Purchasing Party provides an Exercise Notice, in each case, pursuant to the terms of the Side Letter.

Rights Upon Event of Default. If Upon the occurrence and during the ---------------------------- continuance of an Event of Default under the Loan and Security Agreement, Grantor shall be in default hereunder and, subject to compliance with applicable Gaming Laws, Secured Party shall have occurred in any jurisdiction where enforcement is sought, in addition to all other rights and be continuingremedies that Secured Party may have under this Agreement and under applicable law or in equity, all of its rights and remedies as a secured party under the Uniform Commercial Code ("UCC") as enacted in any such jurisdiction (irrespective of whether the UCC by its terms applies to the affected items of collateral), and in addition, subject to compliance with Gaming Laws, the Facility Agent mayfollowing rights and remedies, in its sole discretion, direct the Collateral Agent all of which may be exercised with or without further notice to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9):Grantor: (a) institute proceedings to notify any issuer of any Pledged Collateral that the same has been pledged to Secured Party and that all dividends and other payments thereon are to be made directly and exclusively to Secured Party; to renew, extend, modify, amend, accelerate, accept partial payments on, make allowances and adjustments and issue credits with respect to, release, settle, compromise, compound, collect or otherwise liquidate, on terms acceptable to Secured Party, in its own name and on behalf of whole or in part, the Secured Parties as Pledged Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any amounts owing thereon to enter into any other obligor agreement relating to or affecting the Pledged Collateral; and to give all consents, waivers and ratification with respect to the Pledged Collateral and exercise all other rights (including voting rights), powers and remedies and otherwise act with respect thereto moneys adjudged due, for as if Secured Party were the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Documentowner thereof; (b) exercise to enforce payment and prosecute any remedies action or proceeding with respect to any and all of a secured party under the UCC Pledged Collateral and take any other appropriate action or bring, in Secured Party's name(s) or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to protect and enforce effect collection of or to realize upon the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; andPledged Collateral; (c) require the Borrower and the Servicerin accordance with applicable law (including, at the Servicer’s expensewithout limitation, applicable Gaming Laws), to take possession of the Pledged Collateral with or without judicial process; (1d) assemble to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Secured Party or its nominee or nominees: and (f) in accordance with all applicable laws (including, without limitation, applicable Gaming Laws), to foreclose the liens and security interests created under this Agreement or under any other agreement relating to the Pledged Collateral by any available judicial procedure or without judicial process, and to sell, assign or otherwise dispose of the Pledged Collateral or any part of the Collateral as directed by the Collateral Agent (thereof, either at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time or at any broker's board or securities exchange, in lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties, and upon such terms as shall be acceptable to time by announcement Secured Party; all at the time sole option of and place fixed therefor, and such sale may, without further notice, be made at in the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect sole discretion of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such saleSecured Party.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Administrative Agent may, in its sole discretion, or shall at the direction of theRequiredMajority Lenders, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral or the Servicer and the Collateral Agent may (with the consent of the Facility Administrative Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Administrative Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the ServicerBorrower’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Administrative Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Administrative Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Administrative Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Administrative Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Servicer8.3, against all or any part of the Lenders and any of their respective Affiliates outstanding Advances pursuant to Section 4.1 or otherwise in such order as the Collateral Agent shall be permitted to participate directed by the Administrative Agent (in any such saleits sole discretion).

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, direct the Collateral Agent to exercise any of the remedies specified herein in respect of the Collateral and the Collateral Agent may (with the consent of the Facility Agent) but shall have no obligation, or the Collateral Agent shall promptly, at the written direction of the Facility Agent, also do one or more of the following (subject to Section 13.9): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Agent for the collection of all Obligations, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor Obligor with respect thereto moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Agent and the Secured Parties which rights and remedies shall be cumulative; and (c) require the Borrower and the Servicer, at the Servicer’s expense, to (1) assemble all or any part of the Collateral as directed by the Collateral Agent (at the direction of the Facility Agent) and make the same available to the Collateral Agent at a place to be designated by the Collateral Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Law. The Borrower agrees that, to the extent notice of sale shall be required by law, that at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against the outstanding Obligations pursuant to Section 4.1. The Collateral Agent shall give the Servicer notice of any sale of Collateral following an acceleration of the outstanding Advances. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.

Rights Upon Event of Default. If an Event of Default shall have occurred and be continuing, the Facility Agent may, in its sole discretion, Required Lenders may direct the Collateral Facility Agent to exercise any of the remedies specified herein in respect of the Borrower Collateral and the Collateral Facility Agent may (with the consent of the Facility AgentRequired Lenders) but shall have no obligation, or the Collateral Facility Agent shall promptlyshall, at the written direction of the Facility AgentRequired Lenders, also do one or more of the following (subject to Section 13.913.5): (a) institute proceedings in its own name and on behalf of the Secured Parties as Collateral Facility Agent for the collection of all Obligationsamounts then payable on the Notes or hereunder with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Borrower and any other obligor with respect thereto upon the Notes moneys adjudged due, for the specific enforcement of any covenant or agreement in any Transaction Document or in the exercise of any power granted herein, or to enforce any other proper remedy or legal or equitable right vested in the Collateral Agent by Applicable Law or any Transaction Document; (b) institute proceedings from time to time for the complete or partial foreclosure upon the Borrower Collateral; (c) subject to Section 14.3(b), exercise any remedies of a secured party under the UCC and take any other appropriate action to protect and enforce the right and remedies of the Collateral Facility Agent and the Secured Parties which rights and remedies shall be cumulative; and (cd) subject to Section 14.3(b), require the Borrower and the ServicerCollateral Manager, at the ServicerCollateral Manager’s expense, to (1) assemble all or any part of the Borrower Collateral as directed by the Collateral Facility Agent (at the direction of the Facility Agent) and make the same available to the Collateral Facility Agent at a place to be designated by the Collateral Facility Agent (at the direction of the Facility Agent) that is reasonably convenient to such parties and (2) without notice except as specified below, sell the Borrower Collateral (at the direction of the Facility Agent) or any part thereof in one or more parcels at a public or private sale, at any of the Collateral Agent’s or the Facility Agent’s offices or elsewhere in accordance with Applicable Lawelsewhere, for cash, on credit or for future delivery, and upon such other terms as the Facility Agent may deem commercially reasonable. The Borrower agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to the Borrower of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Facility Agent shall not be obligated to make any sale of Borrower Collateral regardless of notice of sale having been given. The Collateral Facility Agent (at the direction of the Facility Agent) may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. All cash proceeds received by the Collateral Facility Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Borrower Collateral (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied against all or any part of the outstanding Obligations Advances pursuant to Section 4.14.1 or otherwise in such order as the Facility Agent shall elect in its sole discretion. The Servicer, the Lenders and any of their respective Affiliates shall be permitted to participate in any such sale.128