Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (in each case except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any in Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeproscribe, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them it of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent and any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, need the Administrative Agent Collateral Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by any of them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Ambac Event of DefaultDefault shall occur and be continuing, the Administrative Agent Note Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsObligations to the extent permitted by applicable law and Section 5.5, all rights and remedies of a secured party under the UCC Code (whether or not the Code applies to the affected Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing, to the Administrative extent permitted by applicable law and Section 5.5 and solely during the continuance of an Ambac Event of Default, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances (but shall not be obligated to), forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Note Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the UCC and Note Collateral Agent or any other applicable lawSecured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Company, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the The Note Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.3, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Note Collateral Agent and any other Secured Party hereunder, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the Company then due and owing, in such the order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantorpriority specified in Section 5.2. To the extent permitted by applicable law, each Grantor (i) the Company waives all claims, damages and demands it may acquire against the Administrative Note Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Note Collateral Agent or such other Secured Party, and (ii) 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of Subject to Section 5.6, if an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Banks, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Credit Agreement Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, subject to Section 5.6, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Subject to Section 5.6, the Administrative Agent or any Bank shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any in the Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Banks hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Credit Agreement Obligations, in such order as the Credit Agreement shall prescribeAdministrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Bank arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative any Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement shall prescribeand otherwise as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it the Administrative Agent in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor FCMC or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin FCMC, which right or equity is hereby waived and released. Each Grantor FCMC further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such GrantorFCMC’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement Loan Documents shall prescribeprescribe (or if no such order is prescribed therein, then in such order as the Administrative Agent may elect), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of lawLaw, need the Administrative Agent account for the surplus, if any, to any GrantorFCMC. To the extent permitted by applicable lawLaw, each Grantor FCMC waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the obligations under any Intercompany Secured ObligationsLoan Agreement, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Secured Party's request, to assemble the Collateral and make it available to the Administrative Agent Secured Party at places that the Administrative Agent Secured Party shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunderParty, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Intercompany Loan Obligations, in such order as the Credit Agreement such Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Administrative Agent Secured Party of any other amount required by any provision of law, need the Administrative Agent Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any GrantorPledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunderLender, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement Lender shall prescribe, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, need the Administrative Agent Lender account for the surplus, if any, to any Grantorthe Pledgors. To the extent permitted by applicable lawTO THE EXTENT PERMITTED BY APPLICABLE LAW, each Grantor waives all claimsEACH PLEDGOR WAIVES ALL CLAIMS, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunderDAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE LENDER ARISING OUT OF THE EXERCISE BY THE LENDER OF ANY RIGHTS HEREUNDER EXCEPT TO THE EXTENT SUCH LIABILITY IS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT IN A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it Lender in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any in the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that the Administrative Agent Lender shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement Loan Documents shall prescribeprescribe (or if no such order is prescribed therein, then in such order as Lender may elect), and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of lawLaw, need the Administrative Agent Lender account for the surplus, if any, to any the Grantor. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an any Event of Default, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other SECURITY AGREEMENT instrument or agreement securing, evidencing or relating to the Secured Obligationsobligations under the Note, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorthe Borrower, which right or equity is hereby waived and released. Each Grantor The Borrower further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that the Administrative Agent Lender shall reasonably select, whether at such Grantorthe Borrower’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Borrower’s obligations under the Credit Agreement shall prescribeNote, and only the Lender does not need to account for the surplus (if any) to the Borrower until after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such the order as the Credit Agreement shall prescribeset forth in Section 5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 ten (10) days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such the order as the Credit Agreement shall prescribeset forth in Section 5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of lawLaw, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that the Administrative Agent which Lender shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.17.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of the Secured Obligations, in such order as Lender may elect (or, in the Credit Agreement shall prescribeabsence of a specific determination by Lender, as set forth in Section 7.6), and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, need the Administrative Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them Lender of any 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 10 days before such sale or other disposition. (b) To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner, the Loan Parties acknowledge and agree that it is not commercially unreasonable for Lender: (i) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of (it being understood that any disposition of the Capital Securities of Kinsale Insurance must be made in compliance with the Arkansas Insurance Holding Company Regulatory Act), (iii) to fail to exercise collection remedies against any Account Debtor or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against any Account Debtor and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Loan Parties, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, or (xi) to the extent deemed appropriate by Lender in good faith, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Lender in the collection or disposition of any of the Collateral. The Loan Parties acknowledge that the purpose of this paragraph is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this paragraph. Without limitation upon the foregoing, nothing contained in this paragraph shall be construed to grant any rights to the Loan Parties or to impose any duties on Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this paragraph.

Code and Other Remedies. During the continuance of If an Enforcement Event of Defaultshall occur and be continuing, the Administrative Agent Note Lien Collateral Agent, on behalf of the other Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Issuer Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Note Lien Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Note Lien Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Note Lien Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Note Lien Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Note Lien Collateral Agent at places that which the Administrative Note Lien Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Note Lien Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Note Lien Collateral Agent and any the other Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Issuer Obligations, in such order as the Credit Agreement shall prescribeNote Lien Collateral Agent may elect, and only after such application and after the payment by the Administrative Note Lien Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Note Lien Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Note Lien Collateral Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During Subject to the continuance terms of the Credit Agreement or any Applicable Intercreditor Agreement, if an Event of DefaultDefault shall occur and be continuing, and after giving prior written notice to the Company and any applicable Grantor, the Administrative Collateral Agent may exercise(i) exercise in respect of the Collateral, in addition to all other rights and remedies granted provided for herein or otherwise available to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligationsit, all the rights and remedies of a secured party upon default under the UCC or any other applicable law. Without limiting Applicable Law and also upon prior written notice to the generality of relevant Grantor, sell the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Collateral or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), part thereof in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral, (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation and (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral. The Administrative Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or salessale, to purchase the whole or any part of the Collateral so sold, free and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior written notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any Grantorpublic or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Agent Collateral Agent, at places that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds Proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses 6.6 in accordance with the provisions of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other dispositionSection 6.5.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoingforegoing upon the occurrence and during the continuance of an Event of Default, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do perform any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's written request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunderParties here- under, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeAdministrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Parties arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Pennsylvania UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeprovided by Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Pennsylvania UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Illinois UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent It shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the Illinois UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the reasonable exercise by them it of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During Subject to the continuance terms of the Intercreditor Agreement and any other intercreditor agreement and applicable gaming laws, if an Event of DefaultDefault shall occur and be continuing, the Administrative Collateral Agent, on behalf of itself, the Collateral Agent and the other Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the Administrative terms of the Intercreditor Agreement and any other intercreditor agreement and applicable gaming laws, to the maximum extent permitted under applicable law, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Indenture) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived, to the maximum extent permitted under applicable law unless otherwise provided in the Indenture), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, or any part thereof, and/or may forthwith, subject to pre-existing rights and may forthwith licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of redemption, stay or appraisal in any Grantor, which right rights or equity is equities are hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.7, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any the other Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeaccordance with Section 6.6, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other applicable Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any 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 10 ten days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative any Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement shall prescribeand otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands resulting primarily from the gross negligence, bad faith or willful misconduct of such Secured Party as determined in a final, non-appealable judgment of a court of competent jurisdiction. If any notice of a proposed sale or other disposition of Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 6.6, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (subject to the Administrative Agent’s consent) make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Collateral Agent, on behalf of itself, the Collateral Agent, the Administrative Agent and the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except notice pursuant to 6.3(b) and any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent, the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent, the Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.5 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral of such Grantor or in any way relating to the Collateral of such Grantor or the rights of the Collateral Agent, the Administrative Agent and any other Secured Party the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent, the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder, to the extent such exercise does not constitute gross negligence or willful misconduct. 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition. PLEDGE AND SECURITY AGREEMENT J. CREW GROUP INC.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentmentresentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative any Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other the Secured Party Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeset forth in Section 6.3, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. During Subject to Article XIV of the continuance of an Participation Agreement, if a Lease Event of DefaultDefault shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Leveraged Lease Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Administrative Collateral Agent’s 's request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s the Pledgor's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1SECTION 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other the Secured Party hereunderParties hereunder (including, including without limitation, reasonable attorneys’ ' fees and disbursements) and after crediting such proceeds to the subaccounts of the Collateral Account in accordance with Section 5.3, to the payment in whole or in part of the Secured applicable Leveraged Lease Obligations, in such order as the Credit Agreement shall prescribeCollateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(l)(c) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor the Pledgor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the obligations under any Intercompany Secured ObligationsLoan Agreement, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentSecured Party’s request, to assemble the Collateral and make it available to the Administrative Agent Secured Party at places that the Administrative Agent Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunderParty, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Intercompany Loan Obligations, in such order as the Credit Agreement such Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Administrative Agent Secured Party of any other amount required by any provision of law, need the Administrative Agent Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During Subject to the Intercreditor Agreement, during the continuance of an Event of Default, the Administrative Agent Collateral Trustee may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, subject to the Administrative AgentIntercreditor Agreement, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent Collateral Trustee or any Lender Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Collateral Trustee's request, subject to the Intercreditor Agreement, to assemble the Collateral and make it available to the Administrative Agent Collateral Trustee at places that the Administrative Agent Collateral Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.2, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent Collateral Trustee and any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, disbursements to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement Indenture shall prescribe, prescribe and only after such application and after the payment by the Administrative Agent Collateral Trustee of any other amount required by any provision of law, need the Administrative Agent Collateral Trustee, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent Collateral Trustee, or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the First Lien Collateral Agent, on behalf of itself, the Administrative Agent and the other First Lien Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the Administrative maximum extent permitted under applicable law, the First Lien Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Credit Agreement) to or upon any Grantor Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived, to the maximum extent permitted under applicable law unless otherwise provided in the Credit Agreement), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, or any part thereof, and/or may forthwith, subject to pre-existing rights and may forthwith licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent, the First Lien Collateral Agent or any Lender other First Lien Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent, the First Lien Collateral Agent or any other First Lien Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of redemption, stay or appraisal in any GrantorPledgor, which right rights or equity is equities are hereby waived and released. Each Grantor Pledgor further agrees, at the Administrative First Lien Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative First Lien Collateral Agent at places that which the Administrative First Lien Collateral Agent shall reasonably select, whether at such GrantorPledgor’s premises or elsewhere. The Administrative First Lien Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.4, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or LEGAL_US_E # 147974466.5 the rights of the Administrative Agent, the First Lien Collateral Agent and any the other First Lien Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeaccordance with Section 5.3, and only after such application and after the payment by the Administrative First Lien Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative First Lien Collateral Agent account for the surplus, if any, to any GrantorPledgor. To Notwithstanding the extent permitted by foregoing, the First Lien Collateral Agent shall give each applicable law, Pledgor not less than 10 days’ written notice (which each Grantor waives all claims, damages and demands it may acquire against Pledgor agrees is reasonable notice within the Administrative Agent or any other Secured Party arising out meaning of Section 9-611 of the exercise by them New York UCC or its equivalent in other jurisdictions) of the First Lien Collateral Agent’s intention to make any rights hereundersale of Collateral. If any notice Such notice, in the case of a proposed public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or other disposition of Collateral on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any remedies provided in this Section 5.4 shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionsubject to the BrandCo Intercreditor Agreement.

Code and Other Remedies. During Subject to the continuance terms of the Intercreditor Agreement, if an Event of DefaultDefault shall occur and be continuing, the Administrative Collateral Agent, on behalf of itself, the Collateral Agent and the other Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the Administrative terms of the Intercreditor Agreement, to the maximum extent permitted under applicable law, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Indenture) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived, to the maximum extent permitted under applicable law unless otherwise provided in the Indenture), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, or any part thereof, and/or may forthwith, subject to pre-existing rights and may forthwith licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of redemption, stay or appraisal in any Grantor, which right rights or equity is equities are hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.7, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any the other Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeaccordance with Section 6.6, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the maximum extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, Collateral and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and releasedreleased to the maximum extent permitted by law. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any in Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lenders’ request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places that the Administrative Agent which Lenders shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLenders may elect in its discretion, and only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, need the Administrative Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lenders arising out of the exercise by them of any 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 10 calendar days before such sale or other disposition.

Code and Other Remedies. During Subject to Section 11.10(k) of the continuance of Credit Agreement, if an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and appropriate, realize upon any and take possession of the Collateral, or any part thereof (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of the Company’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have the right to store the same at any of the Company’s premises without cost to Administrative Agent or any Lender in each case, subject to the terms of the applicable lease agreement, with respect to premises leased by the Company. The Administrative Agent may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Company, which right or equity is hereby waived and released. Each Grantor The Company further agrees, at the Administrative Agent’s requestrequest and at the Company’s expense, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantorthe Company’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment as provided in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any GrantorSection 6.2. To the extent permitted by applicable law, each Grantor the Company waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder, except claims, damages and demands related to Administrative Agent or any Lender’s gross negligence, willful misconduct or bad faith. 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder, except where such claims, damages or demands have resulted primarily from the gross negligence or willful misconduct of the Collateral Agent or any other Secured Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section SECTION 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-610 of the UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of a Forbearance Default, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it Lender in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that the Administrative Agent Lender shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement Loan Documents shall prescribeprescribe (or if no such order is prescribed therein, then in such order as Lender may elect), and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of lawLaw, need the Administrative Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable lawLaw, each Grantor Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s Loan Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such the order as the Credit Agreement shall prescribeset forth in Section 5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During The Administrative Agent, on behalf of the continuance of an Event of DefaultSecured Parties, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.3, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other the Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, Obligations in such order as the Credit Agreement shall prescribeaccordance with Section 6.2 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition. The Lender shall have the right to enter the real property leased or owned by each Grantor for the purpose of exercising any of the foregoing rights or remedies. Each Grantor waives all rights of marshaling, valuation and appraisal with respect to the Collateral or any part thereof. For the purpose of enabling the Lender, during the existence of an Event of Default, to exercise rights and remedies hereunder at such time as the Lender will be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Lender an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), until the Obligations are paid in full, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Guaranteed Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (in each case except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Guaranteed Obligations, in such order as the Credit Agreement or Subsidiary Guarantee shall prescribeproscribe, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, need the Administrative Agent Lender account for the surplus, if any, to any the applicable Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them it of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, subject to the Intercreditor Agreement, in addition to all other rights and remedies granted to it them in this Agreement, the Credit Agreement and the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1SECTION 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other the Secured Party Parties hereunder, including reasonable including, without limitation, attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeAdministrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent will not submit an "Notice of Exclusive Control" under a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, unless an Event of Default has occurred and is continuing. (d) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Pledged Collateral) and all rights under any other applicable law or in equity, and in addition and without limitation. (i) the right to notify the trustee under the Indenture of such Event of Default and cause a redemption of the Series 2022 DP&L First Mortgage Bonds by the Company pursuant to the terms of the Indenture, (ii) the right to collect all amounts payable under the Series 2022 DP&L First Mortgage Bonds or any other applicable law. Collateral for the benefit of the Secured Parties and hold it for their benefit or apply it to the Obligations, (iii) the right to attend or be represented by proxy at any meeting of bondholders under the Indenture, (iv) the right to vote the Series 2022 DP&L First Mortgage Bonds in accordance with the terms of the Indenture pursuant to Section 4.6 (but subject to Section 4.7) , (v) the right to issue consents and waivers with respect to the Series 2022 DP&L First Mortgage Bonds pursuant to Section 4.6 (but subject to Section 4.7), (vi) the right to issue any and all instructions and requests for action to the trustee under the Indenture that are permitted to a bondholder under the Indenture and (vii) the right to exercise all other rights and remedies of a “holder” of a Series 2022 DP&L First Mortgage Bond under the Indenture.Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, presentments, protests, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Pledged Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Pledged Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party, on the Administrative Agent or any Lender internet or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent may store any Pledged Collateral or otherwise prepare any Pledged Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption of any in the Grantor, which right or equity is hereby waived and released. (b) The Secured Parties hereby irrevocably authorize the Collateral Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Pledged Collateral in satisfaction of some or all of the Obligations or the Series 2022 DP&L First Mortgage Bonds pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Pledged Collateral (i) at any sale thereof conducted under the provisions of any Debtor Relief Law (including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States), or (ii) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Collateral Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Collateral Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Collateral Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Collateral Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01 of the Credit Agreement), (iv) the Collateral Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Pledged Collateral for any reason, such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Collateral Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid. (c) Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or 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. The Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Pledged Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. The foregoing will not be considered to adversely affect the commercial reasonableness of any sale of the Pledged Collateral. The Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Pledged Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. The Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Pledged Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply have no obligation to marshal any of the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting Pledged Collateral. (d) The Collateral Agent shall deduct from such Proceeds all reasonable costs and expenses of every kind incurred in connection therewith with the exercise of its rights and remedies against the Pledged Collateral or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Administrative Agent and any other Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to . Any net Proceeds remaining after such deductions shall be applied or retained by the payment Collateral Agent in whole or in part of the Secured Obligations, in such order as accordance with the Credit Agreement shall prescribe, and only Agreement. Only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the UCC, need the Administrative Collateral Agent account for the surplus, if any, to the Grantor. If the Collateral Agent sells any Grantorof the Pledged Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent. In the event the purchaser fails to pay for the Pledged Collateral, the Collateral Agent may resell the Pledged Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by it or them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6 with respect to any Grantor's Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral of such Grantor or in any way relating to the Collateral of such Grantor or the rights of the Administrative Agent and any other the Secured Party hereunderParties hereunder with respect thereto, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of such Grantor, in such the order as the Credit Agreement shall prescribespecified in Section 6.5(a), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During Subject to the continuance terms of the Intercreditor Agreement, if an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Holders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may (subject to the terms of the Intercreditor Agreement) in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any Lender Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Subject to the terms of the Intercreditor Agreement, the Collateral Agent or any Holder shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agreesagrees (subject to the terms of the Intercreditor Agreement), at the Administrative Collateral Agent’s 's request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6 in accordance with the terms of the Intercreditor Agreement and, following the Discharge of First Priority Claims, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other Secured Party the Holders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as accordance with Section 6.10 of the Credit Agreement shall prescribeIndenture, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party Holder arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultActionable Default shall occur and be continuing, the Administrative Agent Collateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law, in each case subject to the terms and provisions of the Collateral Trust Agreement. Without limiting the generality of the foregoing, and in each case subject to the Administrative Agentterms and provisions of the Collateral Trust Agreement, the Collateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent Collateral Trustee or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Collateral Trustee or any Secured Party shall have the right right, but shall not be obligated to, upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Company, which right or equity is hereby waived and released. Each Grantor The Company further agrees, at the Administrative Agent’s Collateral Trustee's request, to assemble the Collateral and make it available to the Administrative Agent Collateral Trustee at places that which the Administrative Agent Collateral Trustee shall reasonably select, whether at such Grantor’s the Company's premises or elsewhere. The Administrative Agent Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses 6.3 in accordance with the provisions of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any GrantorTrust Agreement. To the extent permitted by applicable law, each Grantor the Company waives all claims, damages and demands it may acquire against the Administrative Agent Collateral Trustee or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an If a Foreclosure Event of Defaultshall occur, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Pledgor Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral or any Collateralpart thereof, and and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Pledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the The Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other Secured Party the Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Pledgor Obligations, in such order as pro rata according to the Credit Agreement shall prescriberespective outstanding principal amounts of the Loans then held by the Lenders, and only after such application and after the payment by the Administrative Collateral Agent and the Lenders of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent or the Lenders account for the surplus, if any, to any Grantorthe Borrower, the Additional Grantor or the Guarantor, as applicable. To the extent permitted by applicable law, the Borrower, the Guarantor and the Additional Grantor each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred Article V in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantoraccordance with Article VIII. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them it of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable lawLaw or in equity. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each In connection with any such public or private sales, each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of lawLaw, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Secured Creditors may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentSecured Creditors, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender a Secured Creditor or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Secured Creditors shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Secured Creditors’ request, to assemble the Collateral and make it available to the Administrative Agent Secured Creditors at places that the Administrative Agent which Secured Creditors shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Secured Creditors shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Creditors hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeSecured Creditors may elect in its discretion, and only after such application and after the payment by the Administrative Agent Secured Creditors of any other amount required by any provision of law, need the Administrative Agent Purchasers account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Creditors arising out of the exercise by them of any 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 10 calendar days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request's request during the continuance of an Event of Default, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) and all rights under any other applicable law. Without law when a debtor is in default under a security agreement or in equity, including, and without limiting the generality of the foregoing, : the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), Collateral Agent may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party, on the Administrative Agent or any Lender internet or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Agent may deem commercially reasonable; provided that the Collateral Agent will provide the applicable Grantor with reasonable notice prior to a public sale or after any private sale or other disposition. The Administrative Collateral Agent may store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so soldsold or to become the licensor of all or any such Collateral, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and releasedreleased to the extent permitted by applicable Law. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC or other applicable laws, including, without limitation, the Bankruptcy Code, the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled to credit bid and use and apply the Secured Obligations (or any portion thereof) as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale, such amount to be apportioned ratably to the Secured Obligations of the Secured Parties in accordance with their pro rata share of such Secured Obligations. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor further agreesacknowledges and agrees that the compliance by the Collateral Agent, at on behalf of the Administrative Agent’s requestSecured Parties, with any applicable state or federal law requirements in connection with a disposition of the Collateral will not be considered to assemble adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Collateral and make it available may be compelled to resort to one or more private sales thereof. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the Administrative Agent at places seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that the Administrative any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall reasonably selectbe under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Grantor or the issuer of the Collateral to register such securities for public sale under the Securities Act or under applicable state securities laws, whether at such Grantor’s premises even if any Grantor and the issuer would agree to do so (it being acknowledged and agreed that no Grantor shall have any obligation hereunder to do so). Until the Collateral Agent is able to effect a sale, lease, transfer or elsewhere. The Administrative other disposition of Collateral, the Collateral Agent shall apply have the net proceeds of right to hold or use Collateral, or any action taken by it pursuant to this Section 5.1part thereof, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping extent that it deems appropriate for the purpose of any Collateral or in any way relating to the preserving Collateral or the rights value of the Administrative Collateral, or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and Secured Parties) with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall have no obligation to marshal any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, Collateral. (b) Any net Proceeds of the Collateral shall be applied or retained by the Collateral Agent in such order as accordance with the Credit Agreement shall prescribe, and only Agreement. Only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To If the extent permitted Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Agent. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the applicable lawGrantor shall be credited with proceeds of the sale. (c) In the event of any Sale of any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Sale shall be included, and the applicable Grantor shall supply the Collateral Agent or its designee with such Grantor’s know-how and expertise, and with documents and things embodying the same, relating to the exploitation of such Intellectual Property, including the manufacture, distribution, advertising and sale of products or the provision of services under such Intellectual Property, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services. (d) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 5.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, license out, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor waives all claimshereby grants to the Collateral Agent, damages and demands it may acquire against for the Administrative Agent or any other Secured Party arising out benefit of the exercise by them Secured Parties, (i) an irrevocable, nonexclusive, and assignable license (exercisable without payment of any rights hereunder. If any notice of a proposed sale royalty or other disposition compensation to such Grantor), subject, in the case of Collateral Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, practice, license, sublicense, and otherwise exploit any and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor (which license shall include access to all media in which any of the licensed items may be required by law, such notice shall be deemed reasonable recorded or stored and proper if given at least 10 days before such sale to all software and programs used for the compilation or printout thereof) and (ii) an irrevocable license (without payment of rent or other dispositioncompensation to such Grantor) to use, operate and occupy all real property owned, operated, leased, subleased, or otherwise occupied by such Grantor.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Holder may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentHolder, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Holder shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentHolder’s request, to assemble the Collateral and make it available to the Administrative Agent Holder at places that which the Administrative Agent Holder shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Holder shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Holder hereunder, including reasonable attorneys’ fees costs and disbursementsexpenses of counsel to the Holder, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeHolder may elect, and only after such application and after the payment by the Administrative Agent Holder of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Holder arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing and subject to the terms of any applicable Intercreditor Agreement, the Administrative Agent may exerciseexercise in respect of the Collateral, in addition to all other rights and remedies granted provided for herein or otherwise available to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligationsit, all the rights and remedies of a secured party upon default under the UCC or any other applicable lawApplicable Law. Without limiting the generality foregoing, if an Event of Default shall occur and be continuing the Agent may take such steps as it considers necessary or desirable to obtain possession of all or any part of the foregoingCollateral (including without limitation any books and records relating to the Collateral) and, to that end, each Grantor agrees that the Agent, its servants or agents or Receiver (as hereinafter defined) may, at any time, during the day or night, enter upon lands and premises where the Collateral may be found for the purpose of taking possession of and/or removing the Collateral or any part thereof. In the event of the Agent taking possession of the Collateral, or any part thereof, the Administrative AgentAgent shall have the right to maintain the same upon the premises on which the Collateral may then be situate. The Agent may without notice except as specified below, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor sell the Collateral or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), part thereof in one or more parcels at public or private sale or salessale, at any exchange, exchange broker’s board or office at any of the Administrative Agent Agent’s offices or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestelsewhere, for cash or cash, on credit or for future delivery without assumption delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. The Administrative Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Agent or any Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or salessale, to purchase the whole or any part of the Collateral so sold, free and the Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to the Credit Agreement, and (y) the ratable satisfaction of the Obligations in accordance with the Credit Agreement pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of redemption Collateral regardless of notice of sale having been given. The Agent may adjourn any Grantorpublic or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s requestrequest and at such Grantor’s sole expense, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1subsection 5.5 in accordance with the provisions of subsection 5.4. (b) The Agent may, after deducting in addition to any other rights it may have, appoint by instrument in writing a receiver or receiver and manager (both of which are herein called a "Receiver") of all reasonable costs or any part of the Collateral or may institute proceedings in any court of competent jurisdiction for the appointment of such a Receiver. Any such Receiver is hereby given and expenses shall have the same powers and rights and exclusions and limitations of every kind incurred liability as the Agent may have under this Security Agreement, at law or in connection therewith or incidental equity. In exercising any such powers, any such Receiver shall, to the care extent permitted by law, act as and for all purposes shall be deemed to be the agent of each Grantor, and the Agent shall not be responsible for any act or safekeeping default of any Collateral such Receiver. The Agent may appoint one or more Receivers hereunder and may remove any such Receiver or Receivers and appoint another or others in his or their stead from time to time. Any Receiver so appointed may be an officer or employee of the Agent or any of the Lenders. A court need not appoint or ratify the appointment by the Agent of or otherwise supervise in any way relating to manner the actions of any Receiver. Upon any Grantor receiving notice from the Agent of the taking of possession of the Collateral or the appointment of a Receiver, all powers, functions, rights and privileges of each of the Administrative Agent directors and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, officers of such Grantor with respect to the payment in whole or in part Collateral shall cease, unless specifically continued by the written consent of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other dispositionAgent.

Code and Other Remedies. During Subject to Article XIV of the continuance of an Participation Agreement, if a Lease Event of DefaultDefault shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Leveraged Lease Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Administrative Collateral Agent’s 's request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s the Pledgor's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1SECTION 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other the Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Leveraged Lease Obligations, in such order as the Credit Agreement shall prescribeCollateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(l)(c) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor the Pledgor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Notes Collateral Agent, on behalf of the Noteholder Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Notes Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, the Administrative Notes Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may (but shall not be obligated to) in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Notes Collateral Agent or any Lender other Noteholder Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestelsewhere, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Notes Collateral Agent or any other Noteholder Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at agrees that it will comply with any request by the Administrative Notes Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Notes Collateral Agent at places that which the Administrative Notes Collateral Agent shall reasonably selectinstruct (acting pursuant to Section 6.5 hereof), whether at such Grantor’s premises or elsewhere. The Administrative Notes Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Notes Collateral Agent and any the other Noteholder Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Notes Obligations, in such order as the Credit Agreement shall prescribeNotes Collateral Agent may elect, and only after such application and after the payment by the Administrative Notes Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Notes Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Notes Collateral Agent or any other Noteholder Secured Party arising out of the exercise by them of any 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 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Persons, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party Person under the Applicable UCC or any other applicable law. Without limiting the generality of the foregoing, if an Event of Default has occurred and is Exhibit F-18 continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender other Secured Person or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any other Secured Person shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agreesagrees if an Event of Default shall occur and be continuing, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any the other Secured Party Persons hereunder, including including, without limitation, but subject to Section 9.4 hereof, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeprovided in Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9.615(a)(3) of the Applicable UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Person arising out of the exercise by them of any 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 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Lenders or elsewhere upon such terms and conditions as it they may deem advisable and at such prices as it they may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lenders’ request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places that the Administrative Agent which Lenders shall reasonably select, whether at such Grantor’s premises or elsewhereelsewhere in connection with the exercise of Lenders’ remedies hereunder. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLenders may elect in their discretion, and and, only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, need the Administrative Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lenders arising out of the exercise by them of any 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 10 calendar days before such sale or other disposition.

Code and Other Remedies. During The Administrative Agent, on behalf of the continuance of an Event of DefaultSecured Parties, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without assumption of any credit risk; provided that the Administrative Agent shall notify Grantor at least ten (10) Business Days prior to the date of such sale or disposition (which Grantor agrees is commercially reasonable). The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any in Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.3, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other the Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, Obligations in such order as the Credit Agreement shall prescribeaccordance with Section 6.2 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder. If any notice Grantor hereby consents to the exercise by the Administrative Agent of a proposed sale or other disposition the remedies granted herein. ▇▇▇▇▇▇▇ acknowledges and agrees that the Administrative Agent may exercise such of Collateral the foregoing remedies as it shall be required by law, such notice shall be deemed reasonable determine in its sole discretion and proper if given at least 10 days before such sale or other dispositionnone of the foregoing remedies is manifestly unreasonable.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other applicable Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it the Administrative Agent may deem advisable and at such prices as it the Administrative Agent may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or its agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting subject to Sections 2.05(j) and 2.22 of the Credit Agreement, in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including, without limitation, all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements) payable to the Administrative Agent in its capacity as such; Second, to the payment in whole or in part of the Secured Obligations, in to each Secured Party on a pro rata basis based on the amount of Secured Obligations held by each Secured Party); provided that no amounts received by the Administrative Agent from a Grantor shall be applied to any Excluded Swap Obligations of such order as the Credit Agreement shall prescribeGrantor, and Third, only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other for the benefit of the Secured Party Parties hereunder, including reasonable attorneys’ fees and disbursements, to the Trustee for the payment in whole or in part of the Secured Obligations, in such order as accordance with the Credit Agreement shall prescribe, and only after such application and after terms of the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any GrantorIndenture. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them it of any 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 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable and actual costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, subject to the Intercreditor Agreement, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the Intercreditor Agreement, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Subject to the Intercreditor Agreement, each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or 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. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. To the extent permitted by applicable law, each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by applicable law and the Intercreditor Agreement, and so long as an Event of Default is continuing, the Administrative Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, Obligations and only after such application and after the payment by the Administrative Agent of any other amount amounts required by any provision of law, including Section 9-615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them any Secured Party of any rights hereunder. If . (c) In the event of any notice of a proposed sale or other disposition of Collateral any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such disposition shall be required by lawincluded, such notice shall be deemed and the applicable Grantor shall, to the extent commercially reasonable and proper if given at least 10 days before feasible under the circumstances, supply the Administrative Agent or its designee with such Grantor’s know-how and expertise, and with documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such disposition, and such Grantor’s customer lists and other dispositionrecords and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Notes Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Notes Obligations, all rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral) or its rights under any other applicable lawLaw or in equity. Without If an Event of Default shall occur and be continuing, without limiting the generality of the foregoing, the Administrative Notes Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Notes Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative If an Event of Default shall occur and be continuing, the Notes Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC or other applicable laws, including, without limitation, the Bankruptcy Code, the Notes Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Holders of the requisite percentage of the outstanding principal amount of the Notes, in accordance with the applicable provisions of the Indenture, shall otherwise agree in writing), shall be entitled to credit bid and use and apply the Notes Obligations (or any portion thereof) as a credit on account of the purchase price for any Collateral payable by the Notes Collateral Agent at such sale, such amount to be apportioned ratably to the Notes Obligations of the Secured Parties in accordance with their pro rata share of such Notes Obligations. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable Law) all rights of redemption, stay and/or 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. Each Grantor agrees that, to the extent notice of sale shall be required by Law, at least 10 days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Notes Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Notes Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Notes Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Notes Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Notes Collateral Agent to dispose of the Collateral or any portion thereof by using internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Notes Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Notes Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Notes Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Notes Collateral Agent at places that which the Administrative Notes Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Notes Collateral Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. For the avoidance of doubt, this Section 5.6(a) shall be subject to the terms of the Pari Passu Intercreditor Agreement. (b) The Notes Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable fees, costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Notes Collateral Agent and any other Secured Party hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, Notes Obligations and only after such application and after the payment by the Administrative Notes Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the UCC, need the Administrative Notes Collateral Agent account for the surplus, if any, to any Grantor. If the Notes Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Notes Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Notes Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Notes Collateral Agent or any other Secured Party arising out of the exercise by them it of any rights hereunder. If any notice For the avoidance of a proposed sale or other disposition of Collateral doubt, this Section 5.6(b) shall be required subject to the terms of the Pari Passu Intercreditor Agreement. (c) In the event of any Disposition of any of the Grantor’s Intellectual Property in accordance with this Section 5.6, the goodwill of the business connected with and symbolized by law, any Trademarks subject to such notice Disposition shall be deemed reasonable included, and proper if given at least 10 days before the applicable Grantor shall supply the Notes Collateral Agent or its designee with any documents and things embodying such Grantor’s know-how and expertise relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such Disposition, and such Grantor’s customer lists and other dispositionrecords and documents relating to such Grantor Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent may disclaim any warranties that might arise in connection with any such lease, assignment, grant of option or other disposition of Collateral and have no obligation to provide any warranties at such time. The Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, during the existence of an Event of Default, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeAgent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, subject to the Intercreditor Agreement, in addition to all other rights and remedies granted to it them in this Agreement, the Credit Agreement and the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Illinois UCC or any other applicable lawlaw or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1SECTION 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other the Secured Party Parties hereunder, including reasonable including, without limitation, attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeAdministrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Illinois UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent will not submit an "Notice of Exclusive Control" under a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, unless an Event of Default has occurred and is continuing. (d) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsObligation, all rights and remedies of a secured party under the UCC Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Borrower, which right or equity is hereby waived and released. Each Grantor The Borrower further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s the Borrower's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.18.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligation, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the Code, need the Administrative Agent Lender account for the surplus, if any, to any Grantorthe Borrower. To the extent permitted by applicable law, each Grantor the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.be

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lenders’ request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places that the Administrative Agent which Lenders shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLenders may elect in their discretion, and only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, need the Administrative Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lenders arising out of the exercise by them of any 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 10 calendar days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLiabilities, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent may disclaim any warranties that might arise in connection with any such lease, assignment, grant of option or other disposition of Collateral and have no obligation to provide any warranties at such time. Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative which Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lenders hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, Liabilities in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantoraccordance with Section 6.5. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any the other Secured Party Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeAdministrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of In each case subject to subsection 3.2, if an Event of DefaultDefault specified in subsection 8(f) of the Revolving Credit Agreement shall occur and be continuing: The Revolving Credit Collateral Agent, on behalf of the Administrative Agent Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the UCC Code or any other applicable law. Without limiting the generality of the foregoing, to the Administrative extent permitted by applicable law, the Revolving Credit Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon any the Pledged Collateral, and or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Pledged Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Revolving Credit Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Revolving Credit Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption of any Grantorin the Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Administrative Revolving Credit Collateral Agent’s requestrequest (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Pledged Collateral and make it available to the Administrative Revolving Credit Collateral Agent at places that which the Administrative Revolving Credit Collateral Agent shall reasonably select, whether at such Grantorthe Pledgor’s premises or elsewhere. The Administrative Revolving Credit Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1subsection 6.3 up to an amount not to exceed, after deducting when aggregated with all other amounts paid, paid over to or collected or otherwise received by any Agent or any Secured Creditor at any time (upon the exercise of remedies or otherwise) pursuant to or in connection with this Agreement, any other Restricted Assets Collateral Document or the Pledged Collateral, the Maximum Aggregate Secured Amount, to all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Administrative Revolving Credit Collateral Agent and any the other Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, and then to the payment in whole or in part of the Secured ObligationsObligations of the Pledgor then due and owing, in such the order as the Credit Agreement shall prescribeof priority specified in subsection 6.2 above, and only after such application and after the payment by the Administrative Revolving Credit Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Administrative Revolving Credit Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor (i) the Pledgor waives all claims, damages and demands it may acquire against the Administrative Revolving Credit Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Pledged Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Revolving Credit Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of the Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any in the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such the Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law or referred to below) to or upon any Grantor Grantor, any Pledgor or any other Person (all and each of which demands, defensespresentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral and any Pledgor Owned Collateral, and may forthwith sell, lease, license, assign, give an option or options to purchase, or otherwise dispose of and deliver any Collateral (or and any Pledgor Owned Collateral(or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral or Pledgor Owned Collateral so sold, free of any right or equity of redemption of in any GrantorGrantor or any Pledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any such action taken by it pursuant to this Section 5.16.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or Pledgor Owned Collateral or in any way relating to the Collateral or Pledgor Owned Collateral or the rights of the Administrative Agent and any other Secured Party hereunderCollateral Agent, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, need the Administrative Collateral Agent account for the surplus, if any, to any GrantorGrantor or Pledgor and the Collateral Agent, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral or Pledgor Owned Collateral sold at any such public sale, shall be entitled to use and apply all of any part of the Secured Obligations as a credit on account of the purchase price of any Collateral or Pledgor Owned Collateral payable at such sale. To the extent permitted by applicable law, each Grantor and each Pledgor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder, except those that arise out of the gross negligence or willful misconduct of the Collateral Agent or such other Secured Party, as the case may be. If any Each Grantor and each Pledgor agrees that the Collateral Agent need not give more than ten (10) days’ notice of a proposed sale to such Grantor or other disposition of Collateral shall be required by law, such Pledgor (which notice shall be deemed reasonable given when mailed or delivered on an overnight basis, postage prepaid, addressed to such Grantor or such Pledgor at its address referred to in Section 8.2) of the time and proper if given at least 10 days before such place of any public sale or other dispositionof the time after which a private sale may take place and that such notice is reasonable notification of such matters.

Code and Other Remedies. During Subject to Section 11.10(k) of the continuance of Credit Agreement, if an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and appropriate, realize upon any and take possession of the Collateral, or any part thereof (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Grantor’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have the right to store the same at any of Grantor’s premises without cost to Administrative Agent or any Lender in each case, subject to the terms of the applicable lease agreement and Collateral Access Agreements with respect to premises leased by Grantor. The Administrative Agent may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s requestrequest and at each Grantor’s expense, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment as provided in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any GrantorSection 6.5. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder, except claims, damages and demands related to Administrative Agent or any Lender’s gross negligence, willful misconduct or bad faith. 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC UCCCode or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Credit Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorCredit Party, which right or equity is hereby waived and released. Each Grantor Credit Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such GrantorCredit Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.14.10, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeaccordance with Section 2.5(b), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any GrantorCredit Party. To the extent permitted by applicable law, each Grantor Credit Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During Subject to Article XIV of the continuance of an Participation Agreement, if a Lease Event of DefaultDefault shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Leveraged Lease Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin the Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Administrative Collateral Agent’s 's request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s the Pledgor's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and any other the Secured Party hereunderParties hereunder (including, including without limitation, reasonable attorneys’ ' fees and disbursements) and after crediting such proceeds to the subaccounts of the Collateral Account in accordance with Section 5.3, to the payment in whole or in part of the Secured applicable Leveraged Lease Obligations, in such order as the Credit Agreement shall prescribeCollateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(l)(c) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor the Pledgor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorBorrower, which right or equity is hereby waived and released. Each Grantor Borrower further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such GrantorBorrower’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6 with respect to any Borrower’s Collateral, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral of such Borrower or in any way relating to the Collateral of such Borrower or the rights of the Administrative Agent and any other the Secured Party hereunderParties hereunder with respect thereto, including including, without limitation, reasonable attorneys’ fees and disbursementsdisbursements of outside counsel, to the payment in whole or in part of the Secured ObligationsObligations of such Borrower, in such the order as the Credit Agreement shall prescribespecified in Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantorsuch Borrower. To the extent permitted by applicable law, each Grantor Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of After an Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent Bank may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentBank, without further demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) ), to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Bank shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any in the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative AgentBank’s requestrequest but subject to the rights of the Collateral Agent and the applicable terms of the Intercreditor Agreement, to assemble the Collateral and make it available to the Administrative Agent Bank at places that which the Administrative Agent Bank shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Agent Bank shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.2, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Bank hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeBank may elect, and only after such application and after the payment by the Administrative Agent Bank of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the New York UCC, need the Administrative Agent Bank account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Bank arising out of the exercise by them the Bank of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Defaulta. If a Collateral Trust Parity Lien Default shall occur and be continuing, the Administrative Agent Collateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Collateral Trust Parity Lien Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, the Administrative AgentCollateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or 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. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s Collateral Trustee's request, to assemble the Collateral and make it available to the Administrative Agent Collateral Trustee at places that which the Administrative Agent Collateral Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Collateral Trustee shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. b. The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Parties hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, Collateral Trust Parity Lien Obligations and only after such application and after the payment by the Administrative Agent Collateral Trustee of any other amount required by any provision of law, including Section 9-615(a) of the New York UCC, need the Administrative Agent Collateral Trustee account for the surplus, if any, to any Grantor. If the Collateral Trustee sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Trustee and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Trustee may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. . c. If a Collateral Trust Parity Lien Default shall occur and be continuing, in the event of any notice of a proposed sale or other disposition of Collateral any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be required by lawincluded, and the applicable Grantor shall supply the Collateral Trustee or its designee with such notice shall be deemed reasonable Grantor's know-how and proper if given at least 10 days before expertise, and with documents and things embodying or otherwise relating to any such Intellectual Property subject to such Disposition, and such Grantor's customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale or other dispositionof products and services.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault occurs and is continuing, the Administrative Agent Lender, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor either Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such those circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent shall Lender may disclaim any warranties that might arise in connection with any lease, assignment, grant of option or other disposition of Collateral and have no obligation to provide any warranties at that time. Lender will have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of any Grantorin either Guarantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. Lender will have the right to conduct sales on either Guarantor’s premises or elsewhere and will have the right to use either Guarantor’s premises without charge for time or times Lender deems necessary or advisable. Each Grantor Guarantor further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that the Administrative Agent shall which Lender reasonably selectselects, whether at such GrantorGuarantor’s premises or elsewhere. The Administrative Agent shall Lender will apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such the application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, need the Administrative Agent Lender account for the surplus, if any, to any Grantoreither Guarantor. To the extent permitted by applicable law, each Grantor Guarantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder. If Agent will provide Guarantors at least ten (10) days’ notice before 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 10 days before such sale unless the Collateral is perishable or other dispositionthreatens to decline speedily in value or is of the type customarily sold in a recognized market.

Code and Other Remedies. During Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Collateral Agent, on behalf of Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement the Debenture Documents and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC (whether or any not the UCC applies to the affected Collateral), the PPSA (whether or not the PPSA applies to the affected Collateral), under each other applicable lawLaw, and in equity. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any of the Administrative Agent or any Lender Secured Parties or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that the Administrative which Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative In addition, without limitation of its rights and remedies with respect to the Dominion Account, upon the occurrence and during the continuance of an Event of Default, Collateral Agent may give notice of sole control (and take sole possession and control of all amounts and properties maintained, held, contained, deposited, or carried in or credited to any Collateral Account) and any other instructions under any Control Agreement or any other control or blocked account agreement with any bank, Commodity Intermediary, Securities Intermediary, other financial institution, or other Person or Persons, and under any and all Collateral Access Agreements, and take any and all other actions provided for in the Debenture Documents, at law, or in equity with respect to any and all of the Collateral, and neither any Grantor, nor any Subsidiary of any Grantor, nor any Person (other than a Secured Party) acting through any Grantor or any Subsidiary of any Grantor may make any withdrawal of any type from any Collateral Account, or take any action with respect to any Specified Asset, in each case without the express prior written consent of Collateral Agent. Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of any of the Administrative Agent and any other Secured Party Parties hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeCollateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other each and every Secured Party arising out of the exercise by them of any 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 10 ten (10) days before such sale or other disposition, and specifically such notice shall constitute a reasonable “authenticated notification of disposition” within the meaning of Section 9-611 of the UCC 3(or, if “signed notification of disposition” is at the applicable time of determination used in Section 9-611 of the UCC, then “signed notification of disposition” within the meaning of Section 9-611 of the UCC). Collateral Agent shall not be obligated to make any sale of Collateral regardless of notification of sale having been given. Collateral Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that (a) the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC, and (b) to the extent notification of sale shall be required by Law, notification by mail of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the UCC. 3 NTD: Insert is to align with the impending changes to the NY UCC.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or grant options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any 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 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. During the continuance of an If a Specified Event of DefaultDefault shall occur and be continuing, the Administrative Agent Secured Creditor may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentSecured Creditor, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender a Secured Creditor or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Secured Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentSecured Creditor’s request, to assemble the Collateral and make it available to the Administrative Agent Secured Creditor at places that the Administrative Agent which Secured Creditor shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Secured Creditor shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Creditor hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeSecured Creditor may elect in its discretion, and only after such application and after the payment by the Administrative Agent Secured Creditor of any other amount required by any provision of law, need the Administrative Agent Secured Creditor account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Creditor arising out of the exercise by them of any 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 10 calendar days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Collateral Agent may take all such actions and exercise all such rights and remedies set forth in this clause (a). The Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, Dispose of or give option or options to purchase, or otherwise dispose of purchase and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or 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. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to Dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree (it being understood and agreed that the Collateral Agent or any Secured Party may bid at a private sale only if permitted by Section 9-610(c)(2) of the New York UCC and Grantor reserves the right to object to commercial reasonableness of any private sale if buyer at such private sale is the Collateral Agent or a Secured Party). Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. (a) The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, Obligations as set forth in such order as the Credit Agreement shall prescribe, Section 5.5 and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. If the Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by purchaser and received by the Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder. If . (b) In the event of any notice Disposition of a proposed sale or other disposition any of Collateral the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be required by lawincluded, and the applicable Grantor shall supply the Collateral Agent or its designee with such notice shall be deemed reasonable Grantor’s know-how and proper if given at least 10 days before expertise, and with documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such Disposition, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale or other dispositionof such products and services.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC UCC, PPSA or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lenders' request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places that the Administrative Agent which Lenders shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLenders may elect in its discretion, and only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, need the Administrative Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lenders arising out of the exercise by them of any 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 10 calendar days before such sale or other disposition.

Code and Other Remedies. During Subject to Section 11.10(k) of the continuance of Credit Agreement, if an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and appropriate, realize upon any and take possession of the Collateral, or any part thereof (in addition to Collateral of which it already has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Grantor’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have the right to store the same at any of Grantor’s premises without cost to Administrative Agent or any Lender in each case, subject to the terms of the applicable lease agreement and Collateral Access Agreements with respect to premises leased by Grantor. The Administrative Agent may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s requestrequest and at each Grantor’s expense, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including reasonable attorneys’ fees and disbursements, Attorney Costs to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeAdministrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder, except claims, damages and demands related to Administrative Agent or any Lender’s gross negligence, willful misconduct or bad faith. 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and ----------------------- be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it the Lender in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, (i) to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeprescribe and (ii) after Discharge of Lender Claims, to the Noteholder Collateral Trustee in accordance with the terms of the Intercreditor Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, need the Administrative Agent Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent Agent, or any other Secured Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Agent, on behalf of the Guaranteed Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind kind, including, without limitation, notice of intent to accelerate or notice of acceleration, (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender other Guaranteed Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any other Guaranteed Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any the other Secured Party Guaranteed Parties hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect consistent with the terms of the Credit Agreement shall prescribeAgreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the Code, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Guaranteed Party arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of (a) If an Event of DefaultDefault shall occur and be continuing, the Administrative Collateral Agent may take all such actions and exercise all such rights and remedies set forth in this clause (a). The Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, Dispose of or give option or options to purchase, or otherwise dispose of purchase and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or 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. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to Dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree (it being understood and agreed that the Collateral Agent or any Secured Party may bid at a private sale only if permitted by Section 9-610(c)(2) of the New York UCC and Grantor reserves the right to object to commercial reasonableness of any private sale if buyer at such private sale is the Collateral Agent or a Secured Party). Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places that which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. (a) The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.15.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, Obligations as set forth in such order as the Credit Agreement shall prescribe, Section 5.5 and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. If the Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by purchaser and received by the Collateral Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder. If . (b) In the event of any notice Disposition of a proposed sale or other disposition any of Collateral the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be required by lawincluded, and the applicable Grantor shall supply the Collateral Agent or its designee with such notice shall be deemed reasonable Grantor’s know-how and proper if given at least 10 days before expertise, and with documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such Disposition, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale or other dispositionof such products and services.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it the Administrative Agent in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver any Collateral (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places that the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement Loan Documents shall prescribeprescribe (or if no such order is prescribed therein, then in such order as the Administrative Agent may elect), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of lawLaw, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable lawLaw, each Grantor Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of an Event of Default, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any Collateral, and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party the Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeAdministrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-504(1)(c) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any 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 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Holdings may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured ObligationsAgreement, all rights and remedies of a secured party under the Minnesota UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the Administrative Agentfullest extent permitted by applicable law Holdings, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by this Agreement or required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender Holdings or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Holdings shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentHolding’s request, to assemble the Collateral and make it available to the Administrative Agent Holdings at places that the Administrative Agent which Holdings shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Holdings shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party hereunderCollateral, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeset forth in Section 6.3, and only after such application and after the payment by the Administrative Agent Holdings of any other amount required by any provision of law, including Article 9 of the Minnesota UCC, need the Administrative Agent Holdings account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Holdings arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of Holdings. If any notice of a proposed sale or other disposition of Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. During the continuance of If an Event of DefaultDefault shall occur and be continuing, the Administrative Agent Lender, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon any the Collateral, and or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any Collateral part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption of in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places that which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.16.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and any other Secured Party Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Credit Agreement shall prescribeLender may elect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including, without limitation, Sections 9-608(a)(1)(C) and 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunderhereunder except as to the Lender's gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.