Common use of Rights Upon Event of Default Clause in Contracts

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all rights and remedies of the Bank under the 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 to Grantors and without affecting the obligations of Grantors hereunder or under the Loan 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 agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the Bank; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (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 the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its sole

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 5 hereof) or under the Loan Agreement, all rights and remedies of the Bank under the 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 to Grantors Grantor and without affecting the obligations of Grantors Grantor hereunder or under the Loan 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 agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the Bank; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (ec) 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 the Bank, as legal owner; (gd) 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 Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (je) 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 Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors Grantor may be applied by the Bank without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank in its solesole 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 Loan Documents; (m) 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 the Bank may designate; PROVIDED that the Bank agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at the Bank's sole option and as the Bank in its sole discretion may deem advisable.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionjurisdiction where any Collateral may be located, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors the Grantor and without affecting the obligations Obligations of Grantors the Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the Bank, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any 166 disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any the Grantor; (ji) 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 Bank Secured Party or in the name of any the Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING including any judicial or nonjudicial foreclosure thereof or thereon, and each the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Bank Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor the Grantor, to the fullest extent permitted by applicable Law, 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 Bank Secured Party in exchange for or on 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 action, taken by the Bank Secured Party or Grantors the Grantor may be applied by the Bank Secured Party without notice to Grantors the Grantor to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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; (1) 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 Secured Party, may, at the cost and expense of the Grantor, use such of the Grantor's 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 Secured Party shall be deemed to have a rent-free tenancy of any premises of the Grantor for such purposes and for such periods of time as reasonably required by the Secured Party; (m) to receive, open and dispose of all mail addressed to the Grantor and notify postal authorities to change the address for delivery thereof to such address as the Secured Party may designate; provided that the Secured Party agrees that it will promptly deliver over to the Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies, of an owner of the Collateral; all at the Secured Party's sole option and as the Secured Party in its sole discretion may deem advisable. The Grantor will, at the Secured Party's request, assemble the Collateral and make it available to the Secured Party at places which the Secured Party may designate, whether at the premises of the Grantor or elsewhere, and will make available to the Secured Party, free of cost, all premises, equipment and facilities of the Grantor for the purpose of the Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, the Secured Party 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 the 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of the Secured Party, or at the Grantor's places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Secured Party 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 the Grantor expressly waives any right to direct the order and manner of sale of any Collateral. To the extent permitted by applicable Law, the Secured Party or any person on the 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, subject to the Loan Agreement, then to the satisfaction of the Secured Obligations in such order as shall be determined by the Secured Party in its sole and absolute discretion. The Grantor and any other Person then obligated therefor shall pay to the Secured Party 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 Party will send or otherwise make available to the Grantor reasonable 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. The Grantor expressly agrees that the requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Grantor, at least five (5) days before the date of the sale. The Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, the Secured Party may, in its 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 Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, the Secured Party 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 168 the distribution or resale thereof. In the event that any such Collateral is sold at private sale, the Grantor agrees that if such Collateral is sold for a price which the Secured Party in 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) the Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) the Secured Party shall not incur any liability or responsibility to the Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The 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 the Secured Party of any such Collateral for an amount substantially less than, a pro rata share of the fair market value of the issuers 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 of Collateral hereunder, the Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of the Grantor or any other Person, and the 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 is made on credit or for future delivery, the Secured Party 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 Party, and any Collateral so sold may be retained by the Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. The Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Grantors shall have, be in default hereunder and Secured Party shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under this Agreement and under applicable law Law or in equity or under this Agreement (INCLUDING, without limitationequity, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all of its rights and remedies of the Bank as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors any Grantor: (a) to notify any issuer of any Pledged Collateral that the same has been pledged to Secured Party and without 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 whole or in part, the Pledged Collateral and any amounts owing thereon; to enter into any other agreement relating to or affecting the obligations of Grantors hereunder 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; (b) to enforce payment and prosecute any action or under the Loan Agreement, or the enforceability proceeding with respect to any and all of the liens Pledged Collateral and take or bring, in Secured Party’s name(s) or in the name of any applicable Grantor, all steps, actions, suits or proceedings deemed by Secured Party 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 any 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 applicable Law, to foreclose the Liens and security interests created hereby: (a) to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board’s board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to Secured Party; all at the Bank; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank sole option of and that all payments thereon are to be made directly and exclusively to the Bank; (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 sole discretion of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleParty.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors and without affecting the obligations Obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured Party; (e) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, 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 the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor 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 Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Agent, or at Grantors' places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party 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 Grantors expressly waive 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 in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party 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, Secured Party will send or otherwise make available to Borrower, as agent for Grantors, reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to Borrower, at least five (5) days before the date of the sale. Each Grantor other than Borrower hereby irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Investment Collateral, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws ("Registered Collateral"), Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private or public sale in any such manner and under such circumstances as may be permitted by law. Without limiting the foregoing, Secured Party 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 Investment Collateral other than Registered Collateral is sold at private sale, Grantors agree that if such Collateral is sold for a price which Secured Party in 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) Secured Party 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. Grantors recognize 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted exacted in any such jurisdiction, and, and in addition, addition to the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: Grantor: (a) to notify any issuer of any Pledged Securities, and any and all other obligors on, or partners, joint ventures or other interested parties with respect to, any Pledged Collateral, that the same has been pledged, and/or that a security interest in the same has been granted, to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party; (b) 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 or any guaranty or security therefor; (c) to enter into any other agreement relating to or affecting the Pledged Collateral; and (d) 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 or bring, in Secured Party's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (3) in accordance with applicable laws, to take possession of any Pledged Collateral (with or without judicial process) that has not previously been delivered to Secured Party; (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 Party or its nominee or nominees; and (6) in accordance with applicable laws, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or for future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to Secured Party, all at the Bank; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank sole option of and that all payments thereon are to be made directly and exclusively to the Bank; (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 sole discretion of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleParty.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) ), the 13% Secured Notes, the 13% Secured Notes Indenture or under the Loan Agreementany other Note Document, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors the Grantor (except to the extent notice is otherwise required to be given pursuant to the fourth paragraph this Section 10) and without affecting the obligations Obligations of Grantors the Grantor hereunder or under any other Note Document, the Loan Agreement, 13% Secured Notes or the 13% Secured Notes Indenture or the enforceability of the liens Liens and security interests created hereby: : (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; ; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; ; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the Bank; Collateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Collateral Agent and that all payments thereon are to be made directly and exclusively to the Bank; 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 the BankCollateral 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 the Bank Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; ; (h) to settle, compromise or release, on terms acceptable to the BankCollateral 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 the Bank Collateral Agent or in the name of any the Grantor; ; (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 the Bank Collateral Agent or in the name of any the Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING including any judicial or nonjudicial foreclosure thereof or thereonthereon in accordance with applicable Law, and each the Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Bank Collateral Agent which may release any obligor from personal liability on any of the Collateral, and each the 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 the Bank 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 the Bank or Grantors Grantor may be applied by the Bank Collateral Agent without notice to Grantors the Grantor to the Secured Obligations in such order and manner as the Bank Collateral Agent in its solesole 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 the Grantor, 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 the Grantor or to properly administer and control the handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of any premises of the 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 the 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 the Grantor such 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 Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. The Grantor will, at Collateral Agent’s written request, assemble the Collateral (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 the Grantor or elsewhere (provided, however, that the 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 the 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 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 the 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 the 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 pursuant to this Section 10 shall be final, and the Collateral Agent shall have no duty to 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. The Grantor and any other Person then obligated therefor shall pay to Collateral Agent on written 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 the Grantor, reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Grantor at its addresses designated below, at least ten days before the date of the sale, the Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations extent as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral Agent may, in 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 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 private sale, the Grantor agrees that if such Collateral is sold for a price which Collateral Agent in 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) the Grantor 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 the Grantor in connection therewith, notwithstanding the possibility that a substantially higher price might have been realized at a public sale. The 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 of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of the Grantor or any other Person, and the 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank which Secured Party may have under applicable law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all of its rights and remedies of the Bank as a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to Grantors Grantor and without affecting the obligations liability of Grantors Grantor hereunder or under the Loan 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 agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the Bank, 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 the Bank therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any Grantor; (ji) 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 Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may Grantor shall be applied by the Bank Secured Party without notice to Grantors Grantor to the Secured Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights under any of the Loan Documents; (l) to remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies and space at its places of business as may be necessary to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m) 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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble all Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party all premises and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or removing or putting the Collateral in salable form.

Rights Upon Event of Default. Upon Subject to Imperial Bank's ---------------------------- rights as to the Film Library and the Film Library Accounts Receivable, upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank which Secured Party may have under applicable law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION 6 Section 7 hereof) or under the Loan Agreement), all of its rights and remedies of the Bank as a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to Grantors Debtor and without affecting the obligations liability of Grantors Debtor hereunder or under the Loan Agreement, or the enforceability of the liens and security interests Security Interest created hereby: (a) to foreclose the liens and security interests Security Interest created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the Bank, 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 the Bank therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any GrantorDebtor; (ji) 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 Bank Secured Party or in the name of any GrantorDebtor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor Debtor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Bank Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor Debtor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial judiciary or nonjudicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by the Bank 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 the Bank Secured Party or Grantors may Debtor shall be applied by the Bank without notice to Grantors to the Secured Obligations Party, in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights under the Note; (l) to remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Debtor, use such of its supplies and space at its places of business as may be necessary to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m) to receive, open and dispose of all mail addressed to Debtor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Debtor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. After an Event of Default, Debtor will, at Secured Party's request, assemble all Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Debtor or elsewhere, and will make available to Secured Party all premises and facilities of Debtor for the purpose of Secured Party's taking possession of the Collateral or removing or putting the Collateral in salable form.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the Bank, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any Grantor; (ji) 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 Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors Grantor may be applied by the Bank Secured Party without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of 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 or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party’s request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party 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 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 in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party 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, Secured Party will send or otherwise make available to Grantor reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in 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) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person except a third party lienholder permitted under the Loan Documents, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon Subject to the terms of the Subordination Agreement and upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, Grantors shall be in default hereunder and the Bank Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Lender may have under this Agreement and under and to the maximum extent permitted by applicable law laws or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without notice to Grantors any Grantor except such notice as may be specifically required by applicable law and without affecting to the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created herebymaximum extent permitted by applicable law: (ai) to foreclose the liens and security interests Liens created hereunder or under any other agreement relating to any Collateral Loan Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 ’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 the Bankcommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Lender and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to the BankLender; (ev) 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 the Bank, as legal owner; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the CollateralCollateral as the Lender deems appropriate; (hvii) to settle, compromise or release, on terms acceptable to the BankLender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Lender or in the name of any Grantor; (jix) 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 Bank Lender or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable by the Lender to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Lender 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 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 Bank Lender 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 Lender or the Bank or Grantors Grantor may be applied by the Bank Lender, without notice to Grantors such Grantor, to the Secured Obligations in such order and manner as the Bank Lender in its solesole 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 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 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 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 salable form or selling or disposing of the same. The Lender has no obligation to clean-up or otherwise prepare the Collateral for sale.

Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured Party; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal 7 Any public or private sale or other sums now disposition of the Collateral may be held at any office of Secured Party, or hereafter payable upon at Grantor’s places of business, or on account at any other place permitted by applicable Law, and without the necessity of the Collateral; (f) ’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Nevada Gaming Commission to cause petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party 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 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 be registered in the name reasonable costs and expenses (including reasonable attorneys’ fees) of the Bankretaking, as legal owner; (g) to enter into any extensionholding, reorganizationstoring, depositprocessing and preparing for sale or lease, merger or consolidation agreementselling, or any other agreement relating to or affecting leasing, collecting and liquidating the Collateral, and in connection therewith the Bank may deposit or surrender control like; and then to the satisfaction of the Collateral and/or accept other property in exchange for the Collateral; (h) Secured Obligations, with application as to settle, compromise or release, on terms acceptable any particular Secured Obligations to the Bank, 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 be in the name of the Bank or order set forth in the name of any Grantor; (j) to enforce payment Credit Agreement or other Loan Documents. Grantor and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, in the name of the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may release any obligor from personal liability on any remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable notice of the time and each place of any public sale thereof or of the time on or after which any private sale thereof is to be made. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly 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 Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Secured Party (i) may dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition of the Collateral; and any money or other property received by the Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its sole. 9

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Administrative Agent may have under applicable law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code UCC as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations Obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankAdministrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Administrative Agent and that all payments thereon are to be made directly and exclusively to the BankAdministrative 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 the Bank, 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 the Bank Administrative Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankAdministrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Administrative Agent or in the name of any GrantorGrantors; (ji) 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 Bank Administrative Agent or in the name of any GrantorGrantors, any and all steps, actions, suits or proceedings deemed by the Bank Administrative Agent necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Administrative 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 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 Bank Administrative 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 Bank Administrative Agent or Grantors may be applied by the Bank Administrative Agent without notice to Grantors Grantors, to the Secured Obligations in such order and manner as the Bank Administrative Agent in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Administrative 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 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 Administrative Agent shall be deemed to have a rent-free tenancy of any premises of Grantors for such purposes and for such periods of time as reasonably required by Administrative Agent; (m) to receive, open and dispose of all mail addressed to Grantors, or any of them, and notify postal authorities to change the address for delivery thereof to such address as Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. Grantors will, at Administrative Agent’s request, assemble the Collateral and make it available to Administrative Agent at places which Administrative Agent may designate, whether at the premises of Grantors or elsewhere, and will make available to Administrative Agent, free of cost, all premises, equipment and facilities of Grantors for the purpose of Administrative 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, Administrative 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at any 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. Administrative 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 Grantors, expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative 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 then to the satisfaction of the Secured Obligations in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Administrative Agent may deem necessary in order that the sale may be lawfully conducted. Without limiting the foregoing, Administrative 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 private sale, each Grantor agrees that if such Collateral is sold for a price which Administrative Agent in 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) no Grantor shall be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent 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 Administrative 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 of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors and without affecting the obligations Obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the Bank, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any GrantorGrantors; (ji) 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 Bank Secured Party or in the name of any GrantorGrantors, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors Grantors, to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantors for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Grantors, or any of them, and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at any Grantor's place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party 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 Grantors, expressly waive 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 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 determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party 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, Secured Party will 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. The requirement of sending notice conclusively shall be met if such notice is given in the manner contemplated by the Loan Agreement at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company memberships, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, each Grantor agrees that if such Collateral is sold for a price which Secured Party in 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) no Grantor shall be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Default under the requirements of applicable lawsLetter Agreement, the Bank Company shall have, be in default hereunder and Secured Party shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: Company: (a) to notify any Issuer of or obligors on 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 the 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 the Secured Party, 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 Secured Party 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 Secured Party’s names or in the name of the Company, all steps, actions, suits or proceedings deemed by the Secured Party 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 Company, 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 Secured Party or its nominee or nominees; and (f) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board’s board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankSecured Party; (d) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleParty.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION --------- Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors Grantor may be applied by the Bank Secured Party without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 to 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 control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) 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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over -------- to Grantor 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 Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party 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 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 in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. ------ With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in 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) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Second Amended and Restated Credit Agreement, subject to compliance with the requirements of any applicable lawsGaming Laws and Liquor Laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the Bankextent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be maybe applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor 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 Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors 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 Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party 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 Grantors hereby expressly consent 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places 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 a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party 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. Secured Party 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 Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, 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 and documented Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Second Amended and Restated Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION 6 Section 8 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors and without affecting the obligations Obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 Secured Party and that all Distributions, interest and other payments thereon are to be made directly and exclusively to Administrative Agent, for the benefit of Secured Party, (f) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, interest, principal or other sums now or hereafter payable upon or on account of the Collateral; (fg) to cause the Collateral to be registered in the name of the BankSecured Party, as legal owner; (gh) 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 Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any Grantor; (jk) 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 Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party which may release any obligor Loan Party from personal liability on any of the Collateral, and 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 each Grantor agrees that any money or other property received by the Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (l) to insure, process and preserve the Collateral; (m) to exercise all rights (including voting rights), remedies, powers or privileges provided under any of the Loan 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 Secured Party 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 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 such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as required by Secured Party, subject to the terms and conditions of any lease thereof; (o) 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 Secured Party may reasonably designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (p) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 Grantors hereby expressly consent 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 Collateral or any part thereof and to collect and receive the rents, issues, profits, income and proceeds thereof. Secured Party shall further have the right to use any of the IP Collateral for the sale of goods, completion of work in process or rendering of services in connection with enforcing any of the security interests granted to Secured Party by Grantors. 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 or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party 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 Grantors expressly waive 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 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 determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party 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, and notwithstanding any provision of this Agreement to the contrary, Secured Party will send or otherwise make available to Borrower, as agent for Grantors and each of them, reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is given to the Borrower in accordance with the Credit Agreement at least ten (10) days before the date of the sale. Each Grantor other than Borrower hereby irrevocably appoints Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, upon the occurrence and during the continuance of an Event of Default, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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 Secured Party in 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) Secured Party 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. Grantors recognize 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 Secured Party of any such Collateral for an amount substantially less than 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, Secured Party may use any of the IP Collateral for the sale of goods, completion of work in process, or rendering of services in connection with enforcing any security interest granted to Secured Party by Grantors. Secured Party may grant such license or licenses relating to the IP Collateral for such term or terms, on such conditions and in such manner, as Secured Party 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 IP Collateral (or any part thereof), the applicable Grantors shall supply to Secured Party, or Secured Party’s designee, such Grantors’ knowledge and expertise relating to the manufacture and sale of the products and services bearing the IP Collateral and Grantors’ customer lists and other records relating to the IP Collateral and the distribution thereof. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an any Event of Default, subject to compliance with the requirements of applicable laws, the Bank shall have, in any jurisdiction where enforcement hereof is soughtLender shall, in addition to all other rights and remedies that the Bank may have under applicable conferred upon Lender at law or in equity or by the terms of the Note, the Mortgage and the other Loan Documents, have the right, but not the obligation, to pursue any one or more of the following remedies, concurrently or successively, it being the intent hereof that all such remedies shall be cumulative and that no such remedy shall be to the exclusion of any other: (a) take any action which, in Lender's sole judgment, is necessary or appropriate to effect observance and performance of the covenants, agreements and obligations (under this Agreement (INCLUDINGand the other Loan Documents) of Borrower or any other Person providing Collateral pursuant to, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all rights and remedies obligated to perform any of the Bank under the Uniform Commercial Code as enacted in any jurisdictionterms and provisions of, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, this Agreement or the enforceability of the liens and security interests created hereby: other Loan Documents (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; each, an "Obligated Party"); (b) declare the Note 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; immediately due and payable; (c) use and apply any monies deposited in or credited to, as the case may be, the Clearing Account, the Cash Collateral Account (or any Mortgage Subaccount established thereunder) or any other monies deposited by Borrower with Lender, regardless of the purpose for which the same were deposited, to sellcure any Default or Event of Default, assign, lease or otherwise dispose to apply such monies on account of any Collateral indebtedness under this Agreement or any part thereofof the other Loan Documents which is due and owing to Lender, either at public or private sale to operate the Premises, or at for any broker's board, in lot other purposes described herein or in bulk, for cash, on credit or otherwise, with or without representations or warranties and upon such terms as shall be acceptable to the Bank; any other Loan Document; (d) take such actions as Lender shall deem necessary to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable realize upon or on account of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (j) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take Collateral, including, without limitation, the institution of foreclosure actions and/or Uniform Commercial Code sales; (e) institute an action, suit or bringproceeding at law or in equity for the specific performance of any covenant, in the name of the Bank condition or agreement contained herein or in the name of any GrantorMortgage, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 Note or any other action taken Loan Document, or in aid of the execution of any power granted hereunder or for the enforcement of any other appropriate legal or equitable remedy; and/or (f) setoff against the obligations to Lender of Borrower or any other Obligated Party, any sum owed by the Bank which may release Lender or any obligor from personal liability on Affiliate of Lender in any capacity to Borrower or such other Obligated Party, or any property of any of them in the Collateral, and each Grantor waives any right not expressly provided for in this Agreement to receive notice possession of any public or private judicial or nonjudicial sale or foreclosure of any security Lender or any Affiliate of the Collateral; and any money or other property received by the Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleLender.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors and without affecting the obligations Obligations of Grantors any Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the Bank, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any Grantor; (ji) 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 Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of 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 or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to any Grantor and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor such opened mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 Grantors hereby expressly consent 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party 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. 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 in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party 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, Secured Party will send or otherwise make available to the Grantor thereof reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to such Grantor, at least five (5) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, membership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, each Grantor agrees that if such Collateral is sold for a price which Secured Party in 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) Secured Party 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. Grantors recognize 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person except a third party lienholder permitted under the Loan Documents, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawslaw, the Bank Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Agent may have under this Agreement and under applicable law laws or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created herebyexcept such notice as may be specifically required by applicable law: (ai) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral Transaction Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 boardsale, 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 the Bankcommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Agent and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to the BankAgent; (ev) 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 the Bank, as legal owner; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the CollateralCollateral as Agent reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to the BankAgent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank or in applicable Grantor for the name benefit of any GrantorAgent; (jix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Bank or in the name of any applicable Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by Agent to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Agent which may release any obligor from personal liability on any of the Collateral, and each Grantor waives waives, to the extent permitted by applicable 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 the Bank 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 Agent or any of the Bank or Grantors Grantors, may be applied by the Bank Agent, without notice to Grantors the Grantors, to the Secured Obligations in such order and manner as Agent in their sole discretion shall determine; (x) to insure, protect and preserve the Bank Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Transaction 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 Agent may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Agent shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Agent. So long as an Event of Default has occurred and is continuing, each Grantor will, at Agent’s request, assemble the Collateral and make it available to Agent at places which Agent may designate, whether at the premises of such Grantor or elsewhere, and will make available to Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Agent’s taking possession of the Collateral or storing the same or removing or putting the Collateral in its solesalable form or selling or disposing of the same.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Default under the requirements of applicable lawsCredit Agreement, the Bank Company shall have, be in default hereunder and Secured Parties shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Parties may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: Company: (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 or bring, in Secured Parties’ names or in the name of the Company, 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 Company, 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 or its nominee or nominees; and (f) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board’s board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankAdministrative Agent; (d) to notify obligors on PLEDGE AGREEMENT all at the Collateral that sole option of and in the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleParties.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the Loan Agreementany other Note Document, all rights and remedies of the Bank a secured party under the 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 to Grantors Grantor (except to the extent notice is otherwise required to be given pursuant to the fourth paragraph this Section 10) and without affecting the obligations Obligations of Grantors Grantor hereunder or under the Loan Agreementany other Note Document, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Collateral Agent and that all payments thereon are to be made directly and exclusively to the BankCollateral 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 the BankCollateral 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 the Bank Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankCollateral 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 the Bank Collateral Agent or in the name of any Grantor; (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 the Bank Collateral Agent or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING including any judicial or nonjudicial foreclosure thereof or thereonthereon 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 the Bank 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 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 Bank 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 Bank Collateral Agent or Grantors Grantor may be applied by the Bank Collateral Agent without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Collateral Agent in its solesole 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 Grantor, 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 Grantor or to properly administer and control the 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; (n) 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 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 Collateral Agent’s sole option and as Collateral Agent in its sole discretion may deem advisable. Grantor will, at Collateral Agent’s written request, assemble the Collateral (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 Grantor or elsewhere (provided, however, that 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 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 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 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 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 then to the satisfaction of the Secured Obligations in such order as shall be determined by Collateral Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Collateral Agent on written 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address designated below, at least ten days before the date of the sale, Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable Laws, Collateral Agent may, in 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 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 private sale, Grantor agrees that if such Collateral is sold for a price which Collateral Agent in 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) Grantor 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 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 consummation of any sale of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Lender may have under applicable law or in equity or under this Loan Agreement (INCLUDINGincluding, without limitationbut not limited to, all rights set forth in SECTION 6 Article VII hereof) or under the Loan AgreementPromissory Note, all rights and remedies of the Bank a secured party under the Uniform Commercial Code UCC as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors Borrower and without affecting the obligations of Grantors hereunder or under the Loan AgreementSecured Obligations, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankLender; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Lender and that all payments thereon are to be made directly and exclusively to Lender, for the Bankbenefit of Lender; (e) to collect by legal proceedings or otherwise all dividends, distributionsDistributions, 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 the BankLender, 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 the Bank Lender may deposit or surrender control of the Collateral and/or or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankLender, in whole or in part, any amounts owing on the Collateral and/or 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 the Bank Lender or in the name of any GrantorBorrower; (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 the Bank Lender or in the name of any GrantorBorrower, any and all steps, actions, suits or proceedings deemed by the Bank Lender necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING including any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor Borrower specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Bank Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor Borrower waives any right not expressly provided for in this Loan 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 Bank Lender 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 Bank Lender or Grantors Borrower may be applied by the Bank Lender without notice to Grantors Borrower to the Secured Obligations in such order and manner as the Bank Lender in its solesole 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 cost and expense of Borrower, 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 portion of the Collateral 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 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 its sole discretion may deem advisable. Borrower shall, at Lender's request, assemble the Collateral and make it available to Lender at places that Lender may reasonably designate, whether at the premises of Borrower or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Borrower for the purpose of Lender's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Default under the requirements of applicable lawsLetter Agreement, the Bank Borrower shall have, be in default hereunder and the Lender shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Lender may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a Lender under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors the Borrower, provided that Lender shall act in accordance with applicable law (including all applicable gaming laws, rules and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: regulations): (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to the Lender and that all dividends and other payments thereon are to be made directly and exclusively to the Lender; 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 Lender, 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 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 Lender 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 Lender’s name or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender 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 Borrower, 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 Lender or its nominee or nominees; and (f) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board’s board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankLender; (d) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleLender.

Rights Upon Event of Default. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, including all rights set forth in SECTION Section 6 hereof) or under the Loan AgreementIndenture, all of its rights and remedies of the Bank as a secured party under the 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 to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the Loan AgreementIndenture, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Collateral Agent and that all payments thereon are to be made directly and exclusively to the BankCollateral 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 the BankCollateral 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 the Bank Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankCollateral 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 the Bank Collateral Agent or in the name of any Grantor; (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 the Bank Collateral Agent or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank 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 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 Bank 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 Bank Collateral Agent or Grantors Grantor may be applied by the Bank Collateral Agent without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Collateral Agent in its solesole 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 Indenture; (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 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 portion of the Collateral owned by Grantor or to properly administer and control the handling of collections and realizations thereon, and Collateral Agent shall be deemed to have a rent-free tenancy of premises of 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 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; and (o) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Collateral Agent’s sole 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 at places which Collateral Agent may designate, whether at the premises 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 taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Subject to the terms of the Intercreditor Agreement, 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 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 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 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 Grantor’s places of business, or at any other place permitted by applicable law, and without the necessity of the Collateral’s being within the view of prospective purchasers. The Collateral Agent may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. 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 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. Subject to the terms of the Intercreditor Agreement, 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 in such order as shall be determined by Collateral Agent in its sole and absolute discretion. Subject to the terms of the 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Indenture, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable laws, Collateral Agent may subject to the terms of the Intercreditor Agreement, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the UCC. Without limiting the foregoing but subject to the terms of the Intercreditor Agreement, 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 private sale, Grantor agrees that if such Collateral is sold for a price which Collateral Agent in 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) Grantor 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 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 consummation of any sale of Collateral hereunder, Collateral Agent shall, subject to the terms of the Intercreditor Agreement, 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 Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Amended and Restated Credit Agreement, subject to compliance with the requirements of any applicable lawsGaming Laws and Liquor Laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the Bankextent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be maybe applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor 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 Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors 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 Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party 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 Grantors hereby expressly consent 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places 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 a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party 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. Secured Party 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 Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, 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 and documented Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Amended and Restated Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Lender may have under applicable law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION 6 Section 7 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Colorado 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 to Grantors Grantor and without affecting the obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens and security interests Liens created hereby: (a) to foreclose the liens and security interests Liens created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankLender; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Lender and that all payments thereon are to be made directly and exclusively to the BankLender; (e) 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 Lender, in whole or in part, the Collateral and any amounts owing thereon or any guaranty or security therefor; and to give all consents, waivers and ratifications with respect to the Collateral and exercise any other rights (including voting rights), powers and remedies and otherwise act with respect thereto as if Lender were the owner thereof; (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; (fg) to cause the Collateral to be registered in the name of the BankLender, as legal owner; (gh) 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 Bank Lender may deposit or surrender control of the Collateral and/or or accept other property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to the BankLender, in whole or in part, any amounts owing on the Collateral and/or and any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Lender or in the name of any Grantor; (jk) 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 Bank Lender or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Lender necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Lender which may release any obligor from personal liability on any of the Collateral, and each and, to the extent allowable by law, Grantor waives any right not expressly provided for in this Agreement to receive notice of any public or private judicial or nonjudicial non-judicial sale or foreclosure of any security or any of the Collateral; and any money or other property received by the Bank Lender in exchange for or on account of the CollateralCollateral covered by this Agreement, whether representing collections or proceeds of Collateral, and whether resulting from voluntary payments or foreclosure proceedings or other legal action taken by the Bank Lender or Grantors Grantor, may be applied by Lender, subject to the Bank provisions of the Loan Documents, without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Lender in its solesole discretion shall determine in accordance with applicable Laws; (l) to take possession of the Collateral with or without judicial process; (m) to insure, process and preserve the Collateral; (n) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Collateral; (o) to exercise all rights, remedies, powers or privileges provided under the Loan Documents to transfer any or all of the Collateral into the name of Lender or its nominee or nominees; (p) 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 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 to properly administer, process, store, control, prepare for sale or disposition and sell or dispose of the Collateral 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 premises of Grantor for such purposes and for such periods of time as reasonably required by Lender; (q) 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 Lender may designate; provided that Lender agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (r) 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 its sole discretion to the extent allowable by law may deem advisable. Grantor will, at Lender’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Lender at places which Lender may designate, whether at the premises of Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of Grantor for the purpose of Lender’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, Lender 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 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral pursuant to this Section 12 may be held at any office of Lender, or at Grantor’s place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Lender may direct the order and manner of sale of the Collateral, or portions thereof, as it in its reasonable discretion may determine, and Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Lender, or any Person on Lender’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, subject to the provisions of the Loan Documents, to the satisfaction of the Obligations in such order as shall be determined by Lender in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Lender on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of applicable laws. In connection with any public or private sale of the Collateral, Lender shall give Grantor at least ten (10) days prior written notice of the time and place of any public sale of the Collateral or of the time after which any private sale or other intended disposition may be made. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Lender may, in its sole and absolute discretion, subject to compliance with the requirements of applicable Laws, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Lender may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Lender 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, Grantor agrees that if such Collateral is sold for a price which Lender in good faith believes to be reasonable under the circumstances then existing, then, subject to Section 9-615(f) of the Uniform Commercial Code, if and to the extent same is not waivable, (a) the sale shall not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Obligations in an amount in excess of the purchase price, and (c) Lender 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 Lender 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 that is privately traded. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Lender will send or otherwise make available to Grantor, such notice as may be required by the Colorado Uniform Commercial Code 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. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Obligations except as expressly provided for in this Section 12. Upon consummation of any sale of Collateral hereunder, Lender shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 is made on credit or for future delivery, Lender shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by Lender, and any Collateral so sold may be retained by Lender until the sale price is paid in full by the purchaser or purchasers thereof. Lender 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawslaw, the Bank Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Lender may have under this Agreement and under applicable law laws or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created herebyexcept such notice as may be specifically required by applicable law: (ai) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral Loan Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 ’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 the Bankcommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Lender and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to the BankLender; (ev) 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 the Bank, as legal owner; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the CollateralCollateral as Lender reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to the BankLender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank or in applicable Grantor for the name benefit of any GrantorLender; (jix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Bank or in the name of any applicable Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives waives, to the extent permitted by applicable 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 the Bank Lender 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 Lender or any of the Bank or Grantors Grantors, may be applied by the Bank Lender, without notice to Grantors the Grantors, to the Secured Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Bank Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the 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 Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender’s request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender’s taking possession of the Collateral or storing the same or removing or putting the Collateral in its solesalable form or selling or disposing of the same.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable lawsLaws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors and without affecting the obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor 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 Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in saleable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 Grantors hereby expressly consent 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places of business, or at any other place permitted by -11- 116 applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party 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 Grantors expressly waive 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 Obligations in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party 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, Secured Party will send or otherwise make available to the Borrower, as agent for Grantors and each of them, reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to the Borrower at its address set forth in the Loan Agreement, or delivered or otherwise sent to the Borrower, at least ten (10) days before the date of the sale. Each Grantor other than the Borrower hereby irrevocably appoints the Borrower as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to the Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, subject to compliance with the requirements of any applicable lawsGaming Laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 Secured Party, provided, however, that Secured Party shall first apply for and receive all approvals of applicable Gaming Boards to the Bankextent required for the sale or disposition of slot machines and other gaming property, equipment or devices; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be maybe applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor 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 Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral (or any part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate (subject to the approval of any applicable Gaming Board), whether at the premises of Grantors or elsewhere (provided, however, that Grantors 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 Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of any applicable Gaming Laws, Secured Party 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 Grantors hereby expressly consent 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places 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 a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party 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. Secured Party 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 Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable Laws, 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 Attorney Costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Notwithstanding the foregoing or any other provision contained in this Agreement, the remedies provided by this Agreement shall in no way include the right to take any action in contravention of any applicable Gaming Laws. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Secured Party may pursue any remedy available under this Agreement or at law (including under the requirements provisions of applicable laws, the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank may have under applicable law UCC) or in equity to collect, enforce or under this Agreement (INCLUDINGsatisfy any Obligations then owing, without limitation, all rights set forth in SECTION 6 hereof) whether by acceleration or under the Loan Agreement, all rights and remedies of the Bank under the Uniform Commercial Code as enacted in any jurisdiction, and, in addition, the following rights and remediesotherwise, all of which remedies may be exercised pursued by Secured Party separately, successively or simultaneously, with or without notice to Grantors Grantor, and without affecting at the obligations sole option of Grantors hereunder or under and in the Loan Agreementsole discretion of Secured Party, or including the enforceability of the liens and security interests created hereby: following specific remedies: (a) to file suit and obtain judgment and, in conjunction with any action, to seek any ancillary remedies provided by law, including levy of attachment and garnishment; (b) to notify Issuer and any and all other obligors on any Collateral; 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 Collateral and any amounts owing thereon or any guaranty or security therefor; to enter into any other agreement relating to or affecting the Collateral; to give all consents, waivers and ratifications with respect to the Collateral and exercise all other rights, powers and remedies and otherwise act with respect to the Collateral as if Secured Party were the owner thereof (Grantor hereby irrevocably constituting and appointing Secured Party the proxy and attorney-in-fact of Grantor, with full power and authority of substitution, to do so); (c) to enforce payment and prosecute any action or proceeding with respect to any and all of the Collateral and take or bring, in Secured Party's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Collateral; (d) in accordance with applicable law, to take possession of the Collateral with or without judic'lal process (Grantor hereby grants to Secured Party the right, for this purpose, to enter into or on any premises where the Collateral may be located); (e) to endorse, in the name of Grantor, all checks, notes, drafts, money orders, instruments and other evidences of payment relating to the Collateral; (f) to transfer any or all of the Collateral into the name of Secured Party or its nominee or nominees; (g) in its sole discretion, and in such order and manner as Secured Party may deem appropriate, to apply against the Obligations any and all sums deposited with it or held by it; (h) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the 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) and to sell, assign, lease assign or otherwise dispose of any the Collateral or any part thereof, either at public or private sale or at any broker's boardboard or securities exchange, in lot whole or in bulkparts (without omitting the generality of the foregoing, the Membership Interest may be sold in its entirety to one buyer or in parts to more than one buyer), for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankSecured Party; and (di) with or without taking possession, to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings sell 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 the Bank, 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 the Bank may deposit or surrender control dispose of the Collateral and/or accept other property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 to receive notice of any at public or private judicial or nonjudicial sale or foreclosure of any security or any of in accordance with the Collateral; and any money or other property received by the Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleUCC.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors and without affecting the obligations Obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the Bank, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any GrantorGrantors; (ji) 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 Bank Secured Party or in the name of any GrantorGrantors, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantors for such purposes and for such periods of time as reasonably required by Secured Party; (m) to receive, open and dispose of all mail addressed to Grantors or any of them and notify postal authorities to change the address for delivery thereof to such address as Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantors such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 ordered by said

Rights Upon Event of Default. Upon Subject to Gaming Laws, upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any the applicable jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party 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 the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor 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 Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party's request, assemble the Collateral (or any part thereof, as requested) and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere (provided, however, that Grantors 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 Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party's taking possession of such Collateral or storing the same or removing or putting such Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 Grantors hereby expressly consent 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors' places 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 a Gaming Board, Secured Party may also request, in connection therewith, such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by Secured Party 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. Secured Party 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 Grantors expressly waive any right to direct the order and manner of sale of any Collateral. Subject to applicable laws, 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 attorney costs) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting, liquidating the Collateral and the like, and then to the satisfaction of the Secured Obligations with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantors and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. After all the Secured Obligations have been indefeasibly paid, the balance after such sale, disposition, collection or liquidation of the collateral shall immediately be reassigned and redelivered to the applicable Grantor or to the Person or Persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to the Grantor thereof, such notice as may be required by the applicable Uniform Commercial Code 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. Each Grantor hereby irrevocably appoints Borrower as its agent for the purpose of receiving notices hereunder and agrees that such Grantor shall be deemed to have conclusively received any such notice when received by Borrower. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Upon consummation of any sale of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of Default, subject to compliance with upon the requirements appointment of applicable lawsthe Collateral Agent as set forth herein and in the Purchase Agreement, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing, and, in addition, and subject to the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability consent of the liens and security interests created herebyRequisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk; (b) shall have the right upon any such public sale or sales, with or without representations or warranties and upon such terms as shall be acceptable and, to the Bank; (d) extent permitted by law, upon any such private sale or sales, to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that purchase all payments thereon are to be made directly and exclusively to the Bank; (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 the Bank, 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 the Bank may deposit or surrender control part of the Collateral and/or accept other property so sold, free of any right or equity of redemption in exchange for the CollateralGrantor, which right or equity is hereby waived or released; and (hc) 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 Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to the Bank, payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral and/or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in the name of the Bank or in the name Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor; . 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 (j10) to enforce payment and prosecute days before such sale or other disposition. The Grantor shall remain liable for any action deficiency if the proceeds of any sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable are insufficient 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to pay the Secured Obligations in and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent to collect such order and manner as the Bank in its soledeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent and/or Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION 6 Section 9 hereof) or under the Loan Agreementany other Transaction Document, all rights and remedies of the Bank a secured party under the 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 Grantors the extent notice is required to be given pursuant to applicable Law or this Agreement) to each Grantor and without affecting the obligations of Grantors any Grantor hereunder or under the Loan Agreementany other Transaction Document, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial processprocess 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 ’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 the BankCollateral Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to Collateral Agent for the Bank benefit of Secured Party and that all payments thereon are to be made directly and exclusively to Collateral Agent for the Bankbenefit 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; (fg) to cause the Collateral to be registered in the name of the BankCollateral Agent, as legal owner, for the benefit of Secured Party; (gh) 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 Bank Collateral Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (hi) to settle, compromise or release, on terms acceptable to the BankCollateral Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ij) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Collateral Agent or in the name of any Grantor; (jk) 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 Bank Collateral Agent or in the name of any each Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Collateral Agent necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING including any judicial or nonjudicial foreclosure thereof or thereonthereon 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 the Bank 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 the Bank 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 Bank Collateral Agent or Grantors any Grantor may be applied by the Bank Collateral Agent without notice to Grantors each Grantor to the Secured Obligations in such order and manner as set forth in the Bank 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 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 portion of the Collateral owned by each Grantor or to properly administer and control the 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 Transaction Documents should Grantor or such Person fail to perform such obligations; all at Collateral Agent’s option and as Collateral Agent in its solesole discretion may deem advisable. Each Grantor will, at Collateral Agent’s request, assemble the Collateral and make it available to Collateral Agent at places which Collateral Agent may reasonably designate, whether at the premises 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 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 (except to the 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 Collateral 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 process or 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 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 necessity of the Collateral’s being within the view of prospective purchasers. Collateral Agent may direct the order and manner of sale of the Collateral, or 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 the Collateral Agent Agreement, the First Lien Intercreditor Agreement and the General Intercreditor Agreement, and then to the other Persons entitled thereto in accordance with the Collateral Agent Agreement, 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 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to each Grantor at its address designated below, at least ten (10) days before the date of the sale. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral, including the Pledged Collateral, consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Collateral Agent may, in 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 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 private sale, each Grantor agrees that if such Collateral is sold for a price which Collateral Agent in 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 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), 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 of Collateral hereunder, Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of each Grantor or any other Person, 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 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition to the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan AgreementGrantor, or the enforceability of the liens and security interests created hereby: subject however to Section 2(D): (a) to notify any issuer of any Pledged Securities, and any and all other obligors on, or partners, joint ventures or other interested parties with respect to, any Pledged Collateral, that the same has been pledged, and/or that a security interest in the same has been granted, to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party, and that all dividends, distributions, and other payments thereon are to be made directly and exclusively to Secured Party; (b) 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 or any guaranty or security therefor; (c) to enter into any other agreement relating to or affecting the Pledged Collateral; and (d) 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 or bring, in Secured Party's name or in the name of Grantor, all steps, actions, suits or proceedings deemed by Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (3) in accordance with applicable laws, to take possession of any Pledged Collateral (with or without judicial process) that has not previously been delivered to Secured Party; (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 Party or its nominee or nominees; and (6) in accordance with applicable laws, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or for future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to Secured Party, all at the Bank; (d) to notify obligors on sole option of and in the Collateral sole discretion of Secured Party, provided that the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account any purchaser of the Collateral; (f) Pledged Collateral shall take such Pledged Collateral subject to cause the Collateral to be registered limitations set forth in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleSection 2(D).

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of Default, subject to compliance with upon the requirements appointment of applicable lawsthe Collateral Agent as set forth herein and in the Purchase Agreement, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, in addition, . Without limiting the following foregoing and subject to the rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens holders of Pari Passu Notes, and security interests created herebysubject to the consent of the Requisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk; (b) shall have the right upon any such public sale or sales, with or without representations or warranties and upon such terms as shall be acceptable and, to the Bank; (d) extent permitted by law, upon any such private sale or sales, to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that purchase all payments thereon are to be made directly and exclusively to the Bank; (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 the Bank, 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 the Bank may deposit or surrender control part of the Collateral and/or accept other property so sold, free of any right or equity of redemption in exchange for the CollateralGrantor, which right or equity is hereby waived or released; and (hc) 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 Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to the Bank, payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral and/or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in the name of the Bank or in the name Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor; . 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 (j10) to enforce payment and prosecute days before such sale or other disposition. The Grantor shall remain liable for any action deficiency if the proceeds of any sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable are insufficient 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to pay the Secured Obligations in and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent to collect such order and manner as the Bank in its soledeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Administrative Agent may have under applicable law Law or in equity or under this Agreement (INCLUDING, without limitationincluding, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankAdministrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Administrative Agent and that all payments thereon are to be made directly and exclusively to the BankAdministrative 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 the BankAdministrative 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 the Bank Administrative Agent may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankAdministrative 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 the Bank Administrative Agent or in the name of any Grantor; (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 the Bank Administrative Agent or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Administrative Agent necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Administrative 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 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 Bank Administrative 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 Bank Administrative Agent or Grantors Grantor may be applied by the Bank Administrative Agent without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Administrative Agent in its solesole 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 Loan 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 Administrative 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 to 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 control the handling of collections and realizations thereon, and Administrative Agent shall be deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Administrative Agent; (n) 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 Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantor 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 Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. Grantor will, at Administrative Agent’s request, assemble the Collateral and make it available to Administrative Agent at places which Administrative Agent may designate, whether at the premises of Grantor or elsewhere, and will make available to Administrative Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Administrative 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, Administrative 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 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. The Administrative Agent may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Administrative 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 Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative 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 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 in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Administrative 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, Administrative Agent will send or otherwise make available to Grantor reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the UCC. Without limiting the foregoing, Administrative 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 private sale, Grantor agrees that if such Collateral is sold for a price which Administrative Agent in 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) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent 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 Administrative 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 of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Loan Agreement, subject to compliance with the requirements of applicable laws, the Bank Grantors shall have, be in default hereunder and Secured Party shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under this Agreement and under applicable law Law or in equity or under this Agreement (INCLUDING, without limitationequity, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all of its rights and remedies of the Bank as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: Grantors: (a) to foreclose the liens and security interests created hereunder or under notify any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose Issuer of any Collateral or Pledged Securities and 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 the Bank; (d) to notify all other obligors on the any Pledged Collateral that the Collateral same has been assigned pledged to Administrative Agent for the Bank benefit of Secured Party and that all Distributions and other payments thereon are to be made directly and exclusively to Administrative Agent for the Bankaccount of Secured Party; (e) 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 by legal proceedings or otherwise all dividendsliquidate, distributionson terms acceptable to Secured Party, interestin whole or in part, principal the Pledged Collateral and any amounts owing thereon or other sums now any guaranty or hereafter payable upon or on account of the Collateralsecurity therefor; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Pledged Collateral; (h) and to settlegive all consents, compromise or release, on terms acceptable waivers and ratifications with respect to the BankPledged Collateral and exercise all other rights (including voting rights), in whole or in part, any amounts owing on the Collateral and/or any disputes powers and remedies and otherwise act with respect thereto; thereto as if Secured Party were the owner thereof; (i) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank or in the name of any Grantor; (jb) to enforce payment and prosecute any action or proceeding with respect to any or and all of the Pledged Collateral and take or bring, in the name of the Bank Secured Party's name(s) or in the name of any GrantorGrantors, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Pledged Collateral; (c) in accordance with applicable Law, INCLUDING any to take possession of the Pledged Collateral with or without judicial or nonjudicial foreclosure thereof or thereonprocess; (d) to endorse, in the name of Grantors, all checks, notes, drafts, money orders, instruments and each Grantor specifically consents other evidences of payment relating to any nonjudicial foreclosure of the Pledged Collateral; (e) to transfer any or all of the Pledged Collateral into the name of Secured Party or any other action taken by the Bank 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 to receive notice of any public its nominee or private judicial or nonjudicial sale or foreclosure of any security or any of the Collateralnominees; and any money or other property received by the Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleand

Rights Upon Event of Default. Upon Subject to compliance with applicable Gaming Laws, upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors Grantor may be applied by the Bank Secured Party without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 to 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 control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party’s request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor’s places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party may also request, in connection therewith, the Indiana Gaming Commission to petition a District Court of the State of Indiana for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party 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 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 reasonable costs and expenses (including reasonable attorneys’ fees) of retaking, holding, storing, processing and preparing for sale or lease, selling, leasing, collecting and liquidating the Collateral, and the like; and then to the satisfaction of the Secured Obligations, with application as to any particular Secured Obligations to be in the order set forth in the Credit Agreement or other Loan Documents. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Credit Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. Secured Party (i) may dispose of the Collateral in its then present condition or following such preparation and processing as Secured Party deems commercially reasonable, (ii) shall have no duty to prepare or process the Collateral prior to sale, (iii) may disclaim warranties of title, possession, quiet enjoyment and the like, and (iv) may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and none of the foregoing actions shall be deemed to adversely affect the commercial reasonableness of the disposition of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable lawsLaws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the Loan Agreement, all rights and remedies of the Bank a secured party under the 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 to Grantors and without affecting the obligations Secured Obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may be applied by the Bank Secured Party without notice to Grantors to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Credit Agreement or the Note Agreement; (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 Secured Party 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 portion of the Collateral owned by such Grantor or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of any Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to the appropriate Grantor 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 Secured Party’s sole option and as Secured Party in its sole discretion may deem advisable. Grantors will, at Secured Party’s request, assemble the Collateral and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantors or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantors for the purpose of Secured Party’s taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 Grantors hereby expressly consent 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantors’ places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral’s being within the view of prospective purchasers. Secured Party 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 Grantors expressly waive 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 in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantors and any other Person then obligated therefor shall pay to Secured Party 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, Secured Party will send or otherwise make available to WD-40, as agent for Grantors and each of them, reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to WD-40 at its address set forth in the Credit Agreement, or delivered or otherwise sent to WD-40, at least five (5) days before the date of the sale. Each Grantor other than WD-40 hereby irrevocably appoints WD-40 as its agent for the purpose of receiving notice of sale hereunder, and agrees that such Grantor conclusively shall be deemed to have received notice of sale when notice of sale has been given to WD-40. Each Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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 Secured Party in 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) Secured Party 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. Grantors recognize 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of any Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing, and, in addition, and subject to the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability consent of the liens and security interests created herebyRequisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk; (b) shall have the right upon any such public sale or sales, with or without representations or warranties and upon such terms as shall be acceptable and, to the Bank; (d) extent permitted by law, upon any such private sale or sales, to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that purchase all payments thereon are to be made directly and exclusively to the Bank; (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 the Bank, 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 the Bank may deposit or surrender control part of the Collateral and/or accept other property so sold, free of any right or equity of redemption in exchange for the CollateralGrantor, which right or equity is hereby waived or released; and (hc) shall apply the net proceeds of any such collection, recov- ery, 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 Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to the Bank, payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral and/or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in the name of the Bank or in the name Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor; . 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 (j10) to enforce payment and prosecute days before such sale or other disposition. The Grantor shall remain liable for any action deficiency if the proceeds of any sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable are insufficient 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to pay the Secured Obligations in and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent to collect such order and manner as the Bank in its soledeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawslaw, the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank may have under this Agreement and under applicable law laws or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created herebyexcept such notice as may be specifically required by applicable law: (ai) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral Operative Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 the Bankcommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to the Bank; (ev) 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 the Bank, as legal owner; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the CollateralCollateral as Bank reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to the Bank, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank or in applicable Grantor for the name benefit of any GrantorBank; (jix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Bank or in the name of any applicable Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by Bank to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank which may release any obligor from personal liability on any of the Collateral, and each Grantor waives waives, to the extent permitted by applicable 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 the Bank 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 Bank or Grantors any of the Grantors, may be applied by the Bank Bank, without notice to Grantors the Grantors, to the Secured Obligations in such order and manner as the Bank in their 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 Operative 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 Bank may, at the cost and expense of the Grantors, use such of its solesupplies, 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 Bank shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Bank. So long as an Event of Default has occurred and is continuing, each Grantor will, at Bank's request, assemble the Collateral and make it available to Bank at places which Bank may designate, whether at the premises of such Grantor or elsewhere, and will make available to Bank, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Bank's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, subject to compliance with the requirements of applicable laws, the Bank Grantors shall have, be in default hereunder and Secured Party shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under this Agreement and under applicable law Law or in equity or under this Agreement (INCLUDING, without limitationequity, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all of its rights and remedies of the Bank as a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors any Grantor: (a) to notify any Issuer of any Pledged Securities and without any and all other obligors on any Pledged Collateral that the same has been pledged to Administrative Agent for the benefit of Secured Party and that all Distributions 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 or any guaranty or security therefor; to enter into any other agreement relating to or affecting the obligations of Grantors hereunder 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; (b) to enforce payment and prosecute any action or under the Loan Agreement, or the enforceability proceeding with respect to any and all of the liens Pledged Collateral and take or bring, in Secured Party’s name(s) or in the name of the applicable Grantor(s), all steps, actions, suits or proceedings deemed by Secured Party 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 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 applicable Law (including applicable Gaming Laws), to foreclose the Liens and security interests created hereby: (a) to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board’s board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to Secured Party; all at the Bank; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank sole option of and that all payments thereon are to be made directly and exclusively to the Bank; (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 sole discretion of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleParty.

Rights Upon Event of Default. 6.1 Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Default and provided that obligations in favor of the requirements of applicable lawsSenior Lender have been satisfied, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdiction. Without limiting the foregoing, and, in addition, and subject to the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability consent of the liens and security interests created herebyRequisite Holders, on behalf of the Noteholders: (a) without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to foreclose or upon the liens and security interests created hereunder Grantor or under any other agreement relating to person (all of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances collect, receive, appropriate and realize upon any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral all of the Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk; (b) shall have the right upon any such public sale or sales, with or without representations or warranties and upon such terms as shall be acceptable and, to the Bank; (d) extent permitted by law, upon any such private sale or sales, to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that purchase all payments thereon are to be made directly and exclusively to the Bank; (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 the Bank, 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 the Bank may deposit or surrender control part of the Collateral and/or accept other property so sold, free of any right or equity of redemption in exchange for the CollateralGrantor, which right or equity is hereby waived or released; and (hc) 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 Noteholders under this Agreement (including, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to the Bank, payment in whole or in partpart of the Secured Obligations, any amounts owing on in such order as the Collateral and/or any disputes with respect thereto; (i) to extend Agent may elect, and only after such application and after the time of payment, make allowances and adjustments and issue credits in connection with payment by the Collateral in the name of the Bank or in the name Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantor; . 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 (j10) to enforce payment and prosecute days before such sale or other disposition. The Grantor shall remain liable for any action deficiency if the proceeds of any sale or proceeding with respect to any or all other disposition of the Collateral and take or bring, in the name of the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable are insufficient 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to pay the Secured Obligations in and the reasonable fees and disbursements of any attorneys employed by the Collateral Agent to collect such order and manner as the Bank in its soledeficiency.

Rights Upon Event of Default. Upon If any Event of Default shall occur and be continuing, Bank may without notice terminate this Agreement and declare the Loan and the Obligations or any part thereof to be immediately due and payable, and the same shall thereupon become immediately due and payable, without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower; provided, however, that upon the occurrence and during the continuance of an Event of DefaultDefault under Section 8(f), this Agreement shall automatically terminate and the Loan and the Obligations shall become immediately due and payable without notice, demand, presentment, notice of dishonor, notice of acceleration, notice of intent to accelerate, notice of intent to demand, protest, or other formalities of any kind, all of which are hereby expressly waived by Borrower. If any Event of Default shall occur and be continuing, subject to compliance with the requirements of any -36- applicable lawsAcknowledgment Agreement, the Bank shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, exercise all rights and remedies of the Bank under the Uniform Commercial Code as enacted available to it in any jurisdictionlaw or in equity, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Documents (other than the Warehouse 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 agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's board, in lot or in bulk, for cash, on credit or otherwise, including without limitation: (a)in its discretion, to demand, ▇▇▇ for, collect or receive and receipt for (in its own name, in the name of Borrower or otherwise) any money or property at any time payable or receivable on account of any of the Collateral, in consideration of its transfer or in exchange for it; (b)direct, and to take any and all other steps necessary to cause, any Servicer of any of the Collateral to pay over directly to Bank for the account of Borrower (instead of to Borrower or any other Person) all sums from time to time due to Borrower and to take any and all other actions that Borrower or Bank has the right to take under Borrower’s contract with such Servicer; (c)direct Borrower to pay over to Bank all sums from time to time due Borrower under or without representations in respect of the Collateral, including any and all fees and other compensation under the Servicing Agreements for servicing the Serviced Loans and all amounts paid to or warranties collectable by Borrower to pay Pledged Servicing Receivables, whether paid to Borrower or withheld or recovered by Borrower from collections and upon realizations on such terms as Mortgage Loans or any other source, and to take any and all other actions that, subject to any restrictions imposed by the relevant Servicing Agreement for the benefit of the party to it on whose behalf the Mortgaged Loans are being serviced (to the extent that such restrictions are valid and enforceable under the UCC and all applicable laws, rules and regulations), Borrower or Bank has the right to take under that Servicing Agreement, and if Bank does so request, then Borrower shall diligently and continuously thereafter comply with such request. All amounts so received and collected by Bank pursuant to this Section 9(c) shall be acceptable to applied in the Banksame order and manner as is specified in Section 3(h); (d) d)foreclose upon or otherwise enforce its security interest in and Lien on the Collateral, or on such portions or elements of the Collateral as Bank shall elect to proceed against from time to time; (e)at Bank’s option and in its sole discretion, to notify obligors on the Collateral any or all Makers obligated under any or all items of Collateral, that the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank or such other Person as may be designated by Bank; (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 the Bank, 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 the Bank may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (h) to settle, compromise compromise, or release, on terms acceptable to the Bank, in whole or in part, any amounts owing on the Collateral and/or 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 portion of the Bank or in the name of any GrantorCollateral, on terms acceptable to Bank; (j) to enforce payment and performance and prosecute any action or proceeding with respect to any and all Collateral; and where any such Collateral is in default, foreclose on and enforce Liens or security interests in, such Collateral by any available judicial procedure or without judicial process and sell property acquired as a result of any such foreclosure; (f)act, or contract with one or more third Persons to act, as Servicer of each item of Collateral requiring servicing and perform all obligations required in connection with any Servicing Agreements to which Borrower is a party, and Borrower hereby agrees to pay such third Persons’ fees to the extent (if any) that Bank is unable, despite reasonable efforts made by Bank in light of the Collateral and take or bring, necessity that there be no material break in the name -37- continuity of servicing, to contract for such servicing and performance of such obligations for fees equal to or less than the Bank fees under such Servicing Agreements; (g)as a matter of right and without notice to Borrower or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING any judicial or nonjudicial foreclosure thereof or thereonanyone claiming under Borrower, and each Grantor specifically consents without regard to any nonjudicial foreclosure of any or all the then value of the Collateral or the interest of Borrower therein, to apply to any other action taken by the Bank which may release any obligor from personal liability on any court having jurisdiction to appoint a receiver or receivers of the Collateral, and each Grantor Borrower hereby irrevocably consents to such appointment and waives any right not expressly provided for in this Agreement to receive notice of any public application therefor. Any such receiver or private judicial receivers shall have all the usual powers and duties of receivers in like or nonjudicial sale or foreclosure similar cases and all the powers and duties of any security or any Bank in case of entry as provided herein and shall continue as such and exercise all such powers until the date of the Collateral; and any money or other property received by the Bank in exchange for or on account sale 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in Collateral unless such order and manner as the Bank in its solereceivership is sooner terminated; and

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Default under the requirements of applicable lawsCredit Agreement, the Bank Company shall have, be in default hereunder and Secured Parties shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Parties may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: Company: (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 or bring, in Secured Parties' names or in the name of the Company, 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 Company, 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 or its nominee or nominees; and (f) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankAdministrative Agent; (d) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleParties.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 5 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdiction, California and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors Grantor and without affecting the obligations Secured Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens and security interests Liens created hereby: (a) to foreclose the liens and security interests Liens created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING any judicial or nonjudicial foreclosure thereof or thereon, and each Grantor specifically consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Bank Secured Party 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 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 Property received by the Bank 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 the Bank Secured Party or Grantors Grantor may be applied by the Bank Secured Party without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of any premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) 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 Secured Party may designate; PROVIDED that Secured Party agrees that it will promptly deliver over to Grantor 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 Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may reasonably designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 Grantor hereby expressly consents upon the occurrence and during 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's place of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. Secured Party 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 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 in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party 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, Secured Party will send or otherwise make available to Grantor reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least five (5) days before the date of the sale. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, limited liability company interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Secured Party may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in good faith believes to be reasonable under the circumstances then existing, then (a) the sale shall be not be deemed to be commercially unreasonable by reason of price, (b) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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.

Rights Upon Event of Default. Upon the occurrence and during the ---------------------------- continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Party may have under applicable law Law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION --------- Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the 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 to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured 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 cause the Collateral to be registered in the name of the BankSecured Party, 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 the Bank Secured Party may deposit or surrender control of the Collateral and/or accept other property Property in exchange for the Collateral; (h) to settle, compromise or release, on terms acceptable to the BankSecured Party, 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 the Bank Secured Party or in the name of any Grantor; (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 the Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors Grantor may be applied by the Bank Secured Party without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Secured Party in its solesole 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 Loan 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 Secured Party 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 to 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 control the handling of collections and realizations thereon, and Secured Party shall be deemed to have a rent-free tenancy of premises of Grantor for such purposes and for such periods of time as reasonably required by Secured Party; (n) 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 Secured Party may designate; provided -------- that Secured Party agrees that it will promptly deliver over to Grantor 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 Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble the Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party, free of cost, all premises, equipment and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or storing same or removing or putting the Collateral in salable form or selling or disposing of same. Upon the occurrence and during the continuance of an Event of Default, Secured Party 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 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 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Secured Party, or at Grantor's places of business, or at any other place permitted by applicable Law, and without the necessity of the Collateral's being within the view of prospective purchasers. The Secured Party may also request, in connection therewith, the Nevada Gaming Commission to petition a District Court of the State of Nevada for the appointment of a supervisor to conduct the normal gaming activities on the premises following the appointment of a receiver. Secured Party 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 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 in such order as shall be determined by Secured Party in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Secured Party on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. Any surplus held by the Security Party and remaining after payment in full of all the Secured Obligations shall immediately be reassigned and redelivered to Grantor, or to the person or persons otherwise legally entitled thereto. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Secured Party will send or otherwise make available to Grantor reasonable 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. The requirement of sending reasonable notice conclusively shall be met if such notice is mailed, first class mail, postage prepaid, to Grantor at its address set forth in the Loan Agreement, or delivered or otherwise sent to Grantor, at least ten (10) days before the date of the sale. Grantor expressly waives any right to receive notice of any public or private sale of any Collateral or other security for the Secured Obligations except as expressly provided for in this paragraph. ------ With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933, as amended, or other applicable Laws, Secured Party may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as provided in the Uniform Commercial Code of California. Without limiting the foregoing, Secured Party 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, Grantor agrees that if such Collateral is sold for a price which Secured Party in 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) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) 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 Secured Party 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 of Collateral hereunder, Secured Party shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 is made on credit or for future delivery, Secured Party shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Secured Party, and any Collateral so sold may be retained by Secured Party until the sale price is paid in full by the purchaser or purchasers thereof. Secured Party 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Grantor shall be in default hereunder and the requirements Agent for the benefit of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Agent on behalf of Secured Party may have under this Agreement and under applicable law laws or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created herebyGrantor except such notice as may be specifically required by applicable law: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral Loan Document 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 upon such terms as shall be acceptable to the Bankcommercially reasonable; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Agent for the benefit of Secured Party and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to the BankAgent 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 cause the Collateral to be registered in the name of the Bank, as legal owner; (g) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the CollateralCollateral as the Agent reasonably deems appropriate and is commercially reasonable; (hg) to settle, compromise or release, on terms acceptable to the BankManaging Agents, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Agent for the benefit of Secured Party or in the name of any Grantor; (ji) 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 Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Bank necessary or desirable Managing Agents to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Lenders which may release any obligor from personal liability on any of the Collateral, and each Grantor waives waives, to the extent permitted by applicable 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 the Bank 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 Bank Agent or Grantors Grantor may be applied by the Bank Agent, without notice to Grantors Grantor, to the Secured Obligations in such order and manner as the Bank Managing Agents in their 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 Grantor, use such of its solesupplies, 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 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 the Agent. 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 Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same. Nothing herein contained shall be construed to give the Agent, the Managing Agents or the Lenders or any purchaser of the Collateral the right to operate any of the Stations without the prior consent of the FCC, to the extent required by law or the terms of any Media License.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Secured Party shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank which Secured Party may have under applicable law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all of its rights and remedies of the Bank as a secured party under the Uniform Commercial Code as enacted in any jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised to the maximum extent permitted by law with or without further notice to Grantors Grantor and without affecting the obligations liability of Grantors Grantor hereunder or under the Loan 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 agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, 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 the BankSecured Party; (d) to d)to notify obligors on the Collateral that the Collateral has been assigned to the Bank Secured Party and that all payments thereon are to be made directly and exclusively to the BankSecured Party; (e) to 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 the Bank, as legal owner; (g) to f)to enter into any extension, reorganization, deposit, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank therewith, Secured Party may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankSecured Party, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect theretoCollateral; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Secured Party or in the name of any Grantor; (ji) 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 Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Secured Party necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party 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 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 Bank 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 the Bank Secured Party or Grantors may Grantor shall be applied by the Bank Secured Party without notice to Grantors Grantor to the Secured Obligations Obligation(s) in the order and manner as is provided for in the Loan Agreement or, if no such provision is applicable, in such order and manner as the Bank Secured Party in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights under any of the Loan Documents; (l) to remove from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Secured Party may, at the cost and expense of Grantor, use such of its supplies and space at its places of business as may be necessary to properly administer and control the portion of the Collateral owned by it or the handling of collections and realizations thereon; (m)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 Secured Party may designate; provided that Secured Party agrees that it will promptly deliver over to Grantor such opened mail as does not relate to the Collateral; and (n)to exercise all other rights, powers and remedies of an owner of the Collateral; all at Secured Party's sole option and as Secured Party in its sole discretion may deem advisable. Grantor will, at Secured Party's request, assemble all Collateral and make it available to Secured Party at places which Secured Party may designate, whether at the premises of Grantor or elsewhere, and will make available to Secured Party all premises and facilities of Grantor for the purpose of Secured Party's taking possession of the Collateral or removing or putting the Collateral in salable form.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Default under the requirements of applicable lawsCredit Agreement, the Bank Company shall have, be in default hereunder and Secured Parties shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Secured Parties may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: Company: (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 or bring, in Secured Parties’ names or in the name of the Company, 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 Company, 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 or its nominee or nominees; and (f) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board’s board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankAdministrative Agent; (d) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleParties.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with each Grantor shall be in default hereunder and the requirements Agent for the benefit of applicable laws, the Bank Secured Party shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Agent on behalf of the Secured Party may have under this Agreement and under applicable law laws or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created herebyany Grantor except such notice as may be specifically required by applicable law: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral Loan Document 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 upon such terms as shall be acceptable to the Bankcommercially reasonable; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Agent for the benefit of the Secured Party and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to the BankAgent 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 cause the Collateral to be registered in the name of the Bank, as legal owner; (g) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the CollateralCollateral as the Agent reasonably deems appropriate and is commercially reasonable; (hg) to settle, compromise or release, on terms acceptable to the BankAgent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Agent for the benefit of the Secured Party or in the name of any Grantor; (ji) 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 Bank Secured Party or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed necessary or reasonably desirable by the Bank necessary or desirable Agent to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Secured Party which may release any obligor from personal liability on any of the Collateral, and each Grantor waives waives, to the extent permitted by applicable 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 the Bank 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 Bank Agent or Grantors any Grantor may be applied by the Bank Agent, without notice to Grantors any Grantor, to the Secured Obligations in such order and manner as the Bank Agent in its solesole 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; (l) to give notice of sole control or any other instruction under any Deposit Account Control Agreement or any other control agreement with any securities intermediary and take any action therein with respect to such Collateral; and (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 the Agent may, at the cost and expense of any 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 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 premises of such 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 such Grantor or elsewhere, and will make available to the Agent, free of cost, all premises, equipment and facilities of such Grantor for the purpose of the Agent's taking possession of the Collateral or storing the same or removing or putting the Collateral in salable form or selling or disposing of the same.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with Default under the requirements of applicable lawsLetter Agreement, the Bank Borrower shall have, be in default hereunder and the Lender shall have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Lender may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a Lender under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created hereby: Borrower: (a) to notify any Issuer of or obligors on any Pledged Collateral, that the same has been pledged to the Lender and that all dividends and other payments thereon are to be made directly and exclusively to the Lender; 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 Lender, 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 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 Lender 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 Lender’s name or in the name of the Borrower, all steps, actions, suits or proceedings deemed by the Lender 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 Borrower, 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 Lender or its nominee or nominees; and (f) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's board’s board or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankLender; (d) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleLender.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Administrative Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Administrative Agent may have under applicable law or in equity or under this Agreement (INCLUDINGincluding, without limitation, all rights set forth in SECTION Section 6 hereof) or under the any other Loan AgreementDocument, all rights and remedies of the Bank a secured party under the Uniform Commercial Code UCC as enacted in any jurisdiction, and, in addition, the following rights and remedies, all of which may be exercised with or without notice to Grantors Grantor and without affecting the obligations Obligations of Grantors Grantor hereunder or under the any other Loan AgreementDocument, or the enforceability of the liens Liens and security interests created hereby: (a) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral may be located for the purpose of securing, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to sell, assign, lease or otherwise dispose of any Collateral or any part thereof, either at public or private sale or at any broker's ’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 the BankAdministrative Agent; (d) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Administrative Agent and that all payments thereon are to be made directly and exclusively to the BankAdministrative 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 the Bank, 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 the Bank Administrative Agent may deposit or surrender control of the Collateral and/or accept other property in exchange for the Collateral; (hg) to settle, compromise or release, on terms acceptable to the BankAdministrative Agent, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (ih) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank Administrative Agent or in the name of any Grantor; (ji) 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 Bank Administrative Agent or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank Administrative Agent necessary or desirable to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Administrative 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 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 Bank Administrative 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 Bank Administrative Agent or Grantors Grantor may be applied by the Bank Administrative Agent without notice to Grantors Grantor to the Secured Obligations in such order and manner as the Bank Administrative Agent in its solesole discretion shall determine; (j) to insure, process and preserve the Collateral; (k) to exercise all rights, remedies, powers or privileges provided under any of the Loan Documents; (l) to remove, from any premises where the same may be located, the Collateral and any and all documents, instruments, files and records, and any receptacles and cabinets containing the same, relating to the Collateral, and Administrative 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 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 Administrative 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 Administrative Agent; (m) 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 Administrative Agent may designate; provided that Administrative Agent agrees that it will promptly deliver over to Grantor such mail as does not relate to the Collateral; and (n) to exercise all other rights, powers, privileges and remedies of an owner of the Collateral; all at Administrative Agent’s sole option and as Administrative Agent in its sole discretion may deem advisable. Grantor will, at Administrative Agent’s request, assemble the Collateral and make it available to Administrative Agent at places which Administrative Agent may designate, whether at the premises of Grantor or elsewhere, and will make available to Administrative Agent, free of cost, all premises, equipment and facilities of Grantor for the purpose of Administrative 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, Administrative 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 ordered by said court. Any public or private sale or other disposition of the Collateral may be held at any office of Administrative Agent, or at 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. Administrative 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 Grantor expressly waives any right to direct the order and manner of sale of any Collateral. Administrative Agent or any Person on Administrative 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 then to the satisfaction of the Secured Obligations in such order as shall be determined by Administrative Agent in its sole and absolute discretion. Grantor and any other Person then obligated therefor shall pay to Administrative Agent on demand any deficiency with regard thereto which may remain after such sale, disposition, collection or liquidation of the Collateral. With respect to any Collateral consisting of securities, partnership interests, joint venture interests, Investments or the like, and whether or not any of such Collateral has been effectively registered under the Securities Act of 1933 or other applicable laws, Administrative Agent may, in its sole and absolute discretion, sell all or any part of such Collateral at private sale in such manner and under such circumstances as Administrative Agent may deem necessary or advisable in order that the sale may be lawfully conducted. Without limiting the foregoing, Administrative 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 private sale, Grantor agrees that if such Collateral is sold for a price which Administrative Agent in 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) Grantor shall not be entitled to a credit against the Secured Obligations in an amount in excess of the purchase price, and (c) Administrative Agent 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 Administrative 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 of Collateral hereunder, Administrative Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such purchaser at any such sale shall hold the Collateral so sold absolutely free from any claim or right upon the part of Grantor or any other Person, 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 is made on credit or for future delivery, Administrative Agent shall not be required to apply any portion of the sale price to the Secured Obligations until such amount actually is received by Administrative Agent, and any Collateral so sold may be retained by Administrative Agent until the sale price is paid in full by the purchaser or purchasers thereof. Administrative 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 such failure, the Collateral may be sold again.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Grantors shall be in default hereunder and, subject to compliance with the requirements of applicable lawslaw, the Bank Lender shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Lender may have under this Agreement and under applicable law laws or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any jurisdictionsuch jurisdiction in effect at that time, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to the Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability of the liens and security interests created herebyexcept such notice as may be specifically required by applicable law: (ai) to foreclose the liens Liens and security interests created hereunder or under any other agreement relating to any Collateral Operative Document by any available judicial procedure or without judicial process; (bii) 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; (ciii) 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 the Bankcommercially reasonable; (div) to notify obligors on the Collateral that the Collateral has been assigned to the Bank Lender and that all payments thereon thereon, or performance with respect thereto, are to be made directly and exclusively to the BankLender; (ev) 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 the Bank, as legal owner; (gvi) to enter into any extension, reorganization, depositdisposition, merger or consolidation agreement, or any other agreement relating to or affecting the Collateral, and in connection therewith the Bank Lender may deposit or surrender control of the Collateral and/or accept other property in exchange for the CollateralCollateral as Lender reasonably deems appropriate and is commercially reasonable; (hvii) to settle, compromise or release, on terms acceptable to the BankLender, in whole or in part, any amounts owing on the Collateral and/or any disputes with respect thereto; (iviii) to extend the time of payment, make allowances and adjustments and issue credits in connection with the Collateral in the name of the Bank or in applicable Grantor for the name benefit of any GrantorLender; (jix) to enforce payment and prosecute any action or proceeding with respect to any or all of the Collateral and take or bring, on behalf of itself or in the name of the Bank or in the name of any applicable Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or reasonably desirable by Lender to effect collection of or to realize upon the Collateral, INCLUDING 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 or any other action taken by the Bank Lender which may release any obligor from personal liability on any of the Collateral, and each Grantor waives waives, to the extent permitted by applicable 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 the Bank Lender 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 Lender or any of the Bank or Grantors Grantors, may be applied by the Bank Lender, without notice to Grantors the Grantors, to the Secured Obligations in such order and manner as Lender in their sole discretion shall determine; (x) to insure, protect and preserve the Bank Collateral; (xi) to exercise all rights, remedies, powers or privileges provided under any of the Operative 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 Lender may, at the cost and expense of the Grantors, use such of its supplies, equipment, facilities and space at its places of business as may be necessary or appropriate to properly administer, process, store, control, prepare for sale or disposition and/or sell or dispose of the Collateral or to properly administer and control the handling of collections and realizations thereon, and Lender shall be deemed to have a rent-free tenancy of any premises of the Grantors for such purposes and for such periods of time as reasonably required by Lender. So long as an Event of Default has occurred and is continuing, each Grantor will, at Lender's request, assemble the Collateral and make it available to Lender at places which Lender may designate, whether at the premises of such Grantor or elsewhere, and will make available to Lender, free of cost, all premises, equipment and facilities of such Grantor for the purpose of Lender's taking possession of the Collateral or storing the same or removing or putting the Collateral in its solesalable form or selling or disposing of the same.

Rights Upon Event of Default. Upon 6.1 Subject to the rights of the Senior Lenders, including but not limited to as set forth in Section 17.1 below, upon the occurrence and during the continuance of an Event of Default, subject to compliance with the requirements of applicable laws, the Bank Collateral Agent shall have, in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Collateral Agent may have under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreement, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, in addition. Without limiting the foregoing, the following rights and remediesCollateral 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 be exercised with in such circumstances collect, receive, appropriate and realize upon any or without notice to Grantors and without affecting the obligations of Grantors hereunder or under the Loan Agreement, or the enforceability all of the liens and security interests created hereby: (a) to foreclose the liens and security interests created hereunder or under any other agreement relating to any Collateral by any available judicial procedure or without judicial process; (b) to enter any premises where any Collateral Collateral, and/or may be located for the purpose of securingsell, protecting, inventorying, appraising, inspecting, repairing, preserving, storing, preparing, processing, taking possession of or removing the same; (c) to selllease, assign, lease give option or options to purchase, or otherwise dispose of and deliver any or all of the Collateral (or contract to do any part thereofof the foregoing), either in one or more parcels at public or private sale or sales, at any exchange, broker's board, in lot ’s board or in bulkoffice or elsewhere upon such terms and conditions as the Collateral Agent may deem advisable, for cash, cash or on credit or otherwisefor future delivery without assumption of any credit risk. The Collateral Agent, with on behalf of the Investors, shall have the right upon any such public sale or without representations or warranties and upon such terms as shall be acceptable sales, and, to the Bank; (d) extent permitted by law, upon any such private sale or sales, to notify obligors on the Collateral that the Collateral has been assigned to the Bank and that purchase all payments thereon are to be made directly and exclusively to the Bank; (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 the Bank, 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 the Bank may deposit or surrender control part of the Collateral and/or accept other property so sold, free of any right or equity of redemption in exchange for the Collateral; 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 (hincluding, without limitation, reasonable attorneys’ fees and expenses) to settle, compromise or release, on terms acceptable to the Bank, payment in whole or in partpart of the Obligations, any amounts owing on and only after such application and after the payment by the Collateral and/or Agent of any disputes with respect thereto; (i) to extend the time other amount required by any provision of paymentlaw, make allowances and adjustments and issue credits in connection with need the Collateral in Agent account for the name surplus, if any, to 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 Bank or in exercise by the name Collateral Agent of any Grantor; of its rights hereunder. 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 (j10) to enforce payment and prosecute days before such sale or other disposition. The Grantors shall remain liable for any action deficiency if the proceeds of any sale or proceeding with respect to any or all other disposition of the Collateral are insufficient to pay the Obligations and take or bring, in the name of the Bank or in the name reasonable fees and disbursements of any Grantor, any and all steps, actions, suits or proceedings deemed attorneys employed by the Bank necessary or desirable 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 consents to any nonjudicial foreclosure of any or all of the Collateral or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in collect such order and manner as the Bank in its soledeficiency.

Rights Upon Event of Default. Upon the occurrence and during the continuance of an Event of DefaultDefault under the Credit Agreement, subject to compliance with Borrower shall be in default hereunder and the requirements of applicable laws, the Bank Administrative Agent shall have, have in any jurisdiction where enforcement hereof is sought, in addition to all other rights and remedies that the Bank Administrative Agent may have under this Agreement and under applicable law or in equity or under this Agreement (INCLUDING, without limitation, all rights set forth in SECTION 6 hereof) or under the Loan Agreementequity, all rights and remedies of the Bank a secured party under the Uniform Commercial Code as enacted in any such jurisdiction, and, and in addition, addition the following rights and remedies, all of which may be exercised with or without further notice to Grantors Borrower: (i) to notify each Subsidiary that the Pledge Securities have been pledged to the Administrative Agent and without 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 obligations of Grantors hereunder 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 under the Loan Agreement, or the enforceability proceeding with respect to any and all of the liens Pledged Collateral and security interests created hereby: 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; (aiii) 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 or all of the Pledged Collateral into the name of the Administrative Agent or its nominee or nominees; and (vi) in accordance with applicable law, to foreclose the liens and security interests created hereunder under this Agreement or under any other agreement relating to any the Pledged 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) and to sell, assign, lease assign or otherwise dispose of any the Pledged Collateral or any part thereof, either at public or private sale or at any broker's boardboard or securities exchange, in lot lots or in bulk, for cash, on credit or on future delivery, or otherwise, with or without representations or warranties warranties, and upon such terms as shall be acceptable to the BankAdministrative Agent; (d) to notify obligors on all at the Collateral that sole option of and in the Collateral has been assigned to the Bank and that all payments thereon are to be made directly and exclusively to the Bank; (e) to collect by legal proceedings or otherwise all dividends, distributions, interest, principal or other sums now or hereafter payable upon or on account sole discretion of the Collateral; (f) to cause the Collateral to be registered in the name of the Bank, 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 the Bank 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 the Bank, 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 the Bank or in the name of any Grantor; (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 the Bank or in the name of any Grantor, any and all steps, actions, suits or proceedings deemed by the Bank necessary or desirable 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 or any other action taken by the Bank 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 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 Bank 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 Bank or Grantors may be applied by the Bank without notice to Grantors to the Secured Obligations in such order and manner as the Bank in its soleAdministrative Agent.