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SECTION 5. REMEDIAL PROVISIONS
<br />5.1 Proceeds to be Turned Over To Agent. If an Event of Default shall occur and be
<br />continuing, all Proceeds received by the Pledgor consisting of cash, cash equivalents, checks and other
<br />near -cash items shall be held by the Pledgor in trust for the Secured Parties, segregated from other funds
<br />of the Pledgor, and shall, forthwith upon request by the Administrative Agent, be turned over to the
<br />Administrative Agent in the exact form received by the Pledgor (duly endorsed by the Pledgor to the
<br />Administrative Agent, if required). All Proceeds received by the Administrative Agent hereunder shall be
<br />held by the Administrative Agent in a Collateral Account maintained under its sole dominion and control.
<br />All Proceeds while held by the Administrative Agent in a Collateral Account (or by the Pledgor in trust
<br />for the Secured Parties) shall continue to be held as collateral security for all the Secured Obligations and
<br />shall not constitute payment thereof until applied as provided in Section 5.2.
<br />5.2 Application of Proceeds. If an Event of Default shall have occurred and be continuing, at
<br />any time at the Administrative Agent's election, the Administrative Agent may (and, if directed by the
<br />Required Lenders, shall), notwithstanding the provisions of Section 2.05(c), (d) and (e) and Section 2.06
<br />of the Credit Agreement, apply all or any part of the Collateral and/or net Proceeds thereof (after
<br />deducting fees and expenses as provided in Section 5.3) realized through the exercise by the
<br />Administrative Agent of its remedies hereunder, whether or not held in any Collateral Account, and any
<br />proceeds of the guarantee set forth in Section 5.1 of the Guaranty (all references in this Section 5.2 to
<br />Proceeds shall include proceeds of such guarantee), in payment of the Secured Obligations in accordance
<br />with and pursuant to Section 8.4 of the Credit Agreement. Any Proceeds not applied shall be held by the
<br />Administrative Agent as Collateral.
<br />5.3 Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the
<br />Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and
<br />remedies granted to them in this Agreement and in any other instrument or agreement securing,
<br />evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the
<br />UCC (whether or not the UCC applies to the affected Collateral) and all rights under any other applicable
<br />law or in equity. Without limiting the generality of the foregoing, the Administrative Agent, without
<br />demand of performance or other demand, defense, presentment, protest, advertisement or notice of any
<br />kind (except any notice required by law referred to below) to or upon the Pledgor or any other Person (all
<br />and each of which demands, presentments, protests, defenses, advertisements and notices are hereby
<br />waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the
<br />Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to
<br />purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of
<br />the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or
<br />office of any Secured Party, on the internet or elsewhere upon such terms and conditions as it may deem
<br />advisable and at such prices as it may deem best, for cash or on credit or for future delivery without
<br />assumption of any credit risk. Each Secured Party shall have the right upon any such public sale or sales,
<br />and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part
<br />of the Collateral so sold or to become the licensor of all or any such Collateral, free of any right or equity
<br />of redemption in the Pledgor, which right or equity is hereby waived and released. For purposes of
<br />bidding and
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