During the existence of a Default, the Collateral Agent may, and at the direction of the Required Lenders shall, exercise from time to time any rights and remedies available to it under the UCC or otherwise available to it. Without limiting the foregoing, during the existence of a Default, the Collateral Agent (a) may, to the fullest extent permitted by applicable law, without notice, advertisement, hearing or process of law of any kind (except as set forth in the following sentence), (i) sell any Collateral, free of all rights and claims of any Pledgor therein, at any public or private sale or brokers’ board and (ii) bid for and purchase any Collateral at any such public sale and (b) shall have the right, for and in the name, place and stead of the applicable Pledgor, to execute endorsements, assignments, stock powers and other instruments of conveyance or transfer with respect to any Collateral. Each Pledgor hereby expressly waives, to the fullest extent permitted by applicable law, any and all notices, advertisements, hearings or processes of law in connection with the exercise by the Collateral Agent of any of its rights and remedies during the existence of a Default; provided that, unless the Collateral Agent determines that the applicable Collateral is declining speedily in value or is of a type that is customarily sold on a recognized market, the Collateral Agent shall give the applicable Pledgor at least ten days’ prior written notice of either the time and place of any public sale of any Collateral or of the time after which any private sale or other intended disposition of any Collateral is to be made (and each Pledgor agrees that notice so given shall be deemed to be reasonable and proper for all purposes). Any cash proceeds of any disposition by the Collateral Agent of any Collateral shall be applied by the Collateral Agent, pursuant to the terms of the Loan Agreement, to the payment of the Liabilities until paid in full, and any surplus will be paid to the applicable Pledgor or as a court of competent jurisdiction shall direct.