Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Secured 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 (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 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 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 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 Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s request, to assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 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 Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and after the payment by the Secured Party 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 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 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. (a) If an Event of Default shall occur have occurred and be continuing, upon the request of the Administrative Agent or the Required Lenders, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.5, 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 Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Secured Party Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.06, 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 the Secured Party Parties hereunder, 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 10.02(c) of the Secured Party may electCredit Agreement, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the New York UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 required by any Loan Document) 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Collateral Agent or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Applicable UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 part thereof (or contract to do any of the foregoing), in one or more parcels at public or or, to the extent permitted by law, private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.4, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York Applicable UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by applicable law, 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing, and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Security Collateral, 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 Security Collateral or any 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 Note Collateral Agent or any 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 Note Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Secured PartyNote Collateral Agent’s requestrequest (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Secured Party Note Collateral Agent at places which the Secured Party Note Collateral Agent shall reasonably select, whether at such GrantorGranting Party’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Note Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6subsection 6.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Secured Party may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Secured Party Note Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Note Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Security 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 Security 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. Subject (ato the extent applicable) If to any Applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Secured Party Collateral Agent may exercise, in addition to all other rights and remedies granted to them it 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 ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other Applicable applicable Law or otherwise available at law or in equity. Without limiting the generality of the foregoing, to the Secured Partyfullest extent permitted by 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 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any Agent or any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, after deducting all reasonable such costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any as allowed by Section 11.5 of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursementsCredit Agreement, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may electset forth in Section 6.5, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of lawLaw, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable applicable Law, each Grantor waives all claims, damages and demands it may acquire against the any 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 bad faith, 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 lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days ten (10) Business Days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 may, subject to the requirements of applicable law, in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Notes Secured Party may Parties, may, and upon the request of the Notes Secured Parties shall, exercise, in addition to all other rights and remedies granted to 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 Notes Obligations, all rights and remedies of a secured party under the New York UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any other Notes 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 Collateral Agent or any other Notes Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.65.4, 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 Collateral Agent and the other Notes Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 5.3, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Notes 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by 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 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 (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the CollateralPledged Stock, 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 Pledged Stock or any 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 or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral Pledged Stock so sold, free of any right or equity of redemption in any Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s request, to assemble the The Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6subsection 6.4, 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 Pledged Stock or in any way relating to the Collateral Pledged Stock or the rights of the Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations then due and owing, in such the order as the Secured Party may electof priority specified in subsection 6.3 above, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by Applicable Lawapplicable law, each Grantor (i) the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Pledged Stock, 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 Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Collateral the Pledged Stock 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. (a) If an Event of Default shall occur and be continuing, the Lender, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Wisconsin UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Secured PartyLender, 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Lender or any 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 Lender or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyLender’s request, to assemble the Collateral and make it available to the Secured Party Lender at places which the Secured Party Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Lender shall apply the net proceeds of any action taken by it pursuant to this Section 5.65.5 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 Lender and the Secured Party hereunderParties hereunder with respect thereto, 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 Secured Party may electspecified in Section 5.4, and only after such application and after the payment by the Secured Party Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3409.615(1)(c) of the New York Wisconsin UCC, need the Secured Party Lender account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Lender or any Secured Party arising out of the exercise by them of any rights hereunderhereunder without gross negligence, willful misconduct or breach of an enforceable contractual obligation. 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party may Parties, may, and upon the request of the Required Lenders shall, exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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, to the extent permitted by applicable law, forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 riskrisk (it being understood that ownership of the Pledged Stock issued by the HUD Owners and the HUD Lessees may only be transferred with the approval of the U.S. Department of Housing and Urban Development). The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 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 Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 5.5, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code, under any other Applicable Law or otherwise available at applicable law or and in equity. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by 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 below) to or upon any Grantor Granting 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 the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any 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 or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Security Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such GrantorGranting Party’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6subsection 6.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Secured Party may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Security 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 Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 Pledgors or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to applicable law, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantorthe Pledgors, which right or equity is hereby waived and released. Each Grantor Pledgor further agrees, if an Event of Default shall have occurred and be continuing, at the Secured PartyCollateral Agent’s request, to assemble the its Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such GrantorPledgor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.65.4, 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 Secured Party Collateral Agent hereunder, 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 Secured Party may elect, Obligations and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantorthe Pledgors. To the extent permitted by Applicable Lawapplicable law, each Grantor Pledgor waives all claims, damages and demands it may acquire against the Secured Party Collateral Agent arising out of the exercise by them it of any rights hereunder, except to the extent caused by the gross negligence or willful misconduct of the Collateral Agent. 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. (a) If an Event of Default shall occur and be continuing, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.5, 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 Secured Party Administrative Agent and the Lenders hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Secured Party Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.06, 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 the Secured Party Parties hereunder, 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 10.02(c) of the Secured Party may electTerm Loan Agreement, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the New York UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Collateral Agent or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.65.4, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 specified in the Secured Party may electCollateral Sharing Agreement, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If an Event a Notice of Default shall occur and be continuingAcceleration is in effect, the Collateral Trustee, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityLaws. Without limiting the generality of the foregoing, if a Notice of Acceleration is in effect, the Secured PartyCollateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise 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 waivedwaived to the extent not prohibited by law), may in such circumstancescircumstances forthwith, forthwith without notice to the Company and the relevant Grantor, collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party Collateral Trustee 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 Secured Party Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to bid for or purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and releasedreleased to the extent not prohibited by Applicable Laws, and may make payment on account thereof by using any claim then due and payable to the Secured Parties by such Grantor as a credit against the purchase price (pursuant to procedures established by the Collateral Trustee), and the Collateral Trustee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. Each Grantor further agrees, at the Secured PartyCollateral Trustee’s request, to assemble the Collateral and make it available to the Secured Party Collateral Trustee at places which the Secured Party Collateral Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 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 Collateral Trustee and the Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as provided for in the Secured Party may electCollateral Trust Agreement, and and, subject to any Applicable Laws, only after such application and after the payment by the Secured Party Collateral Trustee 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 Secured Party Collateral Trustee account for the surplus, if any, to any Grantor. To the extent permitted by Applicable LawLaws, each Grantor waives all claims, damages and demands it may acquire against the Collateral Trustee or any 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. (a) If an Event of Default shall occur and be continuing, the Revolving Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by applicable law, the Revolving 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, 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 Security Collateral or any 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 Revolving Collateral Agent or any 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 Revolving Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Secured PartyRevolving Collateral Agent’s requestrequest (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Secured Party Revolving Collateral Agent at places which the Secured Party Revolving Collateral Agent shall reasonably select, whether at such GrantorGranting Party’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Revolving Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6subsection 6.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Revolving Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Secured Party may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Secured Party Revolving Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Revolving Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Revolving Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Security 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 Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security 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. (a) If an Event of Default shall occur and be continuing, upon the request of the Administrative Agent or the Required Lenders, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.5, 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 Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may may, subject to pre-existing rights and licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6 in accordance with Section 6.5, 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 Collateral Agent and the Secured Party Parties hereunder, 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 the Secured Party may electprovisions of the Indenture, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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 in every case if given at least 10 ten days before such sale or other disposition.

Code and Other Remedies. (a) If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, subject to the Secured Partyterms of the Intercreditor Agreement, 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 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Collateral Agent or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and releasedreleased to the extent permitted by law. Each Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party may electset forth in Section 6.5 hereof, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder, except for gross negligence or willful misconduct on the part of the Collateral Agent or such other Secured Party. 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 20 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of itself and the other Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 provided in the Loan Documents) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived unless otherwise provided in the Loan Documents), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Agent and the other Secured Party Parties hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder, other than any such claims, damages or demands that have resulted from the gross negligence or willful misconduct of the Administrative Agent. 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by 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 below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing, and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Security Collateral, 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 Security Collateral or any 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 or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Secured PartyCollateral Agent’s requestrequest (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such GrantorGranting Party’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6subsection 6.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Secured Party may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Security 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 Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security 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. (a) If an Event of Default shall occur and be continuing, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowor the Credit Agreement) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived except to the extent required by law or the Credit Agreement), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party or elsewhere upon such terms and conditions as are commercially reasonable and which 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 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 the Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 6.5, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the other Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent 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 Granting Party 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 Permitted Receivables Securitization) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Secured Party’s requestAdministrative Agent's request (subject to the terms of any documentation governing any Permitted Receivables Securitization), to assemble the Security Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s Granting Party's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party, in such the order as the Secured Party may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Secured Party Administrative Agent account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor Granting 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, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 may, subject to the requirements of applicable law, in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Secured Party Collateral Agent, on behalf of the Securityholders and the Trustee, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law, subject to the Intercreditor Agreement. Without limiting the generality of the foregoingforegoing and subject to the Intercreditor Agreement, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party Collateral Agent 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 Secured Party Subject to the Intercreditor Agreement, the Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 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 Secured Party Collateral Agent or the Securityholders hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Collateral Agent or any Securityholder 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. (a) If an Event of Default shall occur and be continuing, the Secured Party 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 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party 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 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.5 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 Secured Party Collateral Agent, the Administrative Agent and the Lenders hereunder, 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 Secured Party may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Collateral Agent, the Administrative Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by 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 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 the Security Collateral, 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 Security Collateral or any 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 or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Security Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Grantor then due and owing, in such the order as the Secured Party may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Collateral Agent account for the surplus, if any, to any such Grantor. To the extent permitted by Applicable Lawapplicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Security 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 Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security 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. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur Default, and be continuingupon the Administrative Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and it is agreed that the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other Applicable Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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, defensesdefenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any 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 any 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, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any disposition of Collateral. The Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it 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 further agreesagrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the Secured Party’s requesttime 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 assemble which it was so adjourned. The Administrative Agent may sell the Collateral and make it available without giving any warranties as to the Secured Party Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, 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. Each such purchaser at places 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 appraisal which such Grantor now has or may at any time in the Secured Party shall reasonably selectfuture have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, whether the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Grantor’s premises or elsewhere. Upon Collateral at any such sale or transferother disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Party Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall have otherwise agree in writing) shall be entitled, for the right purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to deliveruse and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, assign a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and transfer no Grantor shall be entitled to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 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 return of the Collateral or in any way relating to portion thereof subject thereto, notwithstanding the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and fact that after the payment by Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Party 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 Secured Party account for the surplus, if any, to any GrantorObligations paid in full. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. If any notice Each Grantor further agrees, at the Administrative Agent’s reasonable request, if an Event of a proposed sale Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises 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 dispositionelsewhere.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 a Requirement of Law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Borrower Obligations, all rights and remedies of a secured party under the New York UCC or any other Applicable Law applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party Any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any GrantorPledgor, which right or equity is hereby waived and released. Each Grantor If applicable to any particular item of Collateral, each Pledgor further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which that the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s Pledgor's premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by Pledgor, including any equity or right of redemption, stay or appraisal which Pledgor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Pledgor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Secured Party Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.65.01, 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 Secured Party Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Borrower Obligations, in such order as accordance with Section 10.02(c) of the Secured Party may electCredit Agreement, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) 9.615 of the New York UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any GrantorPledgor. To the extent permitted by Applicable Lawapplicable law, each Grantor Pledgor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Lender arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Lender or their respective agents. 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. (a) If an Event of Default shall occur and be continuing, the Agents, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except notice pursuant to Section 6.4(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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Collateral Agent or any 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 Any Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.7 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 Agents and the Secured Party hereunderParties hereunder with respect thereto, 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 Secured Party may electspecified in Section 6.6, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any Agent or any Secured Party 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. (a) If there shall have occurred an unwaived Event of Default shall occur and be continuingthat has not been cured within the applicable cure period, if any, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 BVI Obligations, all rights and remedies of a secured party under the New York California UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured BVI Obligations, in such order as the Secured Party may electset forth in Section 6.5, and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3pursuant to clauses (a) of the New York UCC, need the 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 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.and

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Secured Party Collateral Agent may exercise, on behalf of the Secured Parties, in addition to all other rights and remedies granted to them it 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 ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other Applicable Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, to the Secured Partyfullest extent permitted by applicable law and after the occurrence and during the continuance of an Event of Default, the Collateral Agent, 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestbest (subject to any and all mandatory legal requirements), for cash or on credit or for future delivery without assumption of any credit risk. The Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party The Collateral Agent shall have the right to deliver, assign enter onto the property where any Collateral is located and transfer to the purchaser take possession thereof with or transferee thereof the Collateral so sold or transferredwithout judicial process. The Secured Party Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Parties hereunder, including, without limitation, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may electset forth in Section 6.5, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands found by a final and non-appealable decision of a court of competent jurisdiction to have resulted 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. In the event of any disposition of any of the Intellectual Property in accordance with the foregoing, the goodwill of the business connected with and symbolized by any Trademarks subject to such disposition 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 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 of such products and services.

Code and Other Remedies. (a) If an Event of Default shall occur occurs and be is continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default occurs and is continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s requestrequest following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 deem bestadvisable, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 the other Secured Party Parties hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 (whether or not the New York UCC applies to the affected Collateral) or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party Parties hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any 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. (a) If an Event of Default shall occur and be continuing, the Secured Party Collateral Agent, on behalf of the Administrative Agents and the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Minnesota UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party Collateral Agent, either 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 Secured Party Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds Proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable costs and expenses of every kind incurred 6.6 in connection therewith or incidental to the care or safekeeping of any of the Collateral or manner provided in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and after the payment by the Secured Party 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 Secured Party account for the surplus, if any, to any Grantor6.5 hereof. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Collateral Agent, either Administrative Agent or any 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. (a) If an Event In the event that any portion of Default shall occur the Obligations has been declared or becomes due and be continuingpayable in accordance with the terms of the Credit Agreement, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable commercially reasonable 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 Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party 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 Secured Party shall promptly apply the net proceeds of any action taken by it pursuant to this Section 5.68.7, 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 Secured Party Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursementsdisbursements of counsel to the Administrative Agent, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party Administrative Agent may elect, subject to Section 4.9 of the Credit Agreement, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Lender arising out of the lawful 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. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to them it 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, upon the occurrence and during the continuance of an Event of Default the Collateral Agent, on behalf of the Secured PartyParties, 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent and any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.65.1, 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 Collateral Agent and any other Secured Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may electCredit Agreement shall prescribe, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) 610 of the New York UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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, each Grantor hereby acknowledges and agrees that such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Secured Party Administrative Agent, on behalf of the Guaranteed Creditors, may exercise, in addition to all other rights and remedies granted to 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 Law applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 Obligor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party any Guaranteed 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 assumption of any credit risk. The Secured Party Any Guaranteed Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any GrantorObligor, which right or equity is hereby waived and released. Each Grantor If applicable to any particular item of Collateral, each Obligor further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s Obligor's premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by Obligor, including any equity or right of redemption, stay or appraisal which Obligor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Obligor hereby waives any rights it may have in respect thereof to the extent permitted by applicable law). Upon any such sale or transfer, the Secured Party Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.01, 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 Secured Party Administrative Agent and the Guaranteed Creditors hereunder, 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 10.5 of the Secured Party may electLoan Agreement, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) 615 of the New York UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any GrantorObligor. To the extent permitted by Applicable Lawapplicable law, each Grantor Obligor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Guaranteed Creditor arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Guaranteed Creditor or their respective agents. 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 Business Days before such sale or other disposition.

Code and Other Remedies. (a) If Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Trustee, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and the other Loan Note 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 Law applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Secured PartyTrustee, 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyTrustee’s request, to assemble the Collateral and make it available to the Secured Party Trustee at places which the Secured Party Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by the Trustee either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Secured Party Trustee shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.06, 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 Trustee and the Secured Party Parties hereunder, 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 the Secured Party may electIndenture, and only after such application and after the payment by the Secured Party Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the New York UCC, need the Secured Party Trustee account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Trustee or any Secured Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Trustee or such Secured Party or their respective agents. 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. (a) If an Event of Default shall occur have occurred and be continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to them it 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise 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 waivedwaived to the extent not prohibited by law), may in such circumstancescircumstances forthwith, forthwith with notice to the Borrower and the relevant Grantor, collect, receive, appropriate and realize upon the Collateral, 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 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 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 Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and releasedreleased to the extent not prohibited by applicable law. Each Grantor further agrees, at the Secured Party’s written request, to assemble the Collateral and make it available to the Secured Party at places which the Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, 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 Secured Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such the order as the Secured Party may electspecified in Section 5.5, and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law (including Section 9-602 of the UCC), each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur Default, each Grantor agrees to deliver each item of Collateral to the Administrative Agent on demand, and be continuingit is agreed that the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 (whether or not the New York UCC applies to the affected Collateral) or its rights under any other Applicable Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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, defensesdefenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any 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 any 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, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC with respect to any disposition of Collateral. The Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it 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 further agreesagrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the Secured Party’s requesttime 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 assemble which it was so adjourned. The Administrative Agent may sell the Collateral and make it available without giving any warranties as to the Secured Party Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, 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. Each such purchaser at places 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 appraisal which such Grantor now has or may at any time in the Secured Party shall reasonably selectfuture have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, whether the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Grantor’s premises or elsewhere. Upon Collateral at any such sale or transferother disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Party Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall have otherwise agree in writing) shall be entitled, for the right purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to deliveruse and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, assign a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Administrative Agent shall be free to carry out such sale pursuant to such agreement and transfer no Grantor shall be entitled to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 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 return of the Collateral or in any way relating to portion thereof subject thereto, notwithstanding the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and fact that after the payment by Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Party 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 Secured Party account for the surplus, if any, to any GrantorObligations paid in full. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. If any notice Each Grantor further agrees, at the Administrative Agent’s reasonable request, if an Event of a proposed sale Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises 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 dispositionelsewhere.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and or released. Each Grantor Granting Party further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Security Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s Granting Party's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party then due and owing (including, without limitation, to the extent required by Section 15.3 of the Credit Agreement to cash collateralize Domestic L/C Obligations outstanding at such time), in such the order as the Secured Party may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Secured Party Administrative Agent account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor Granting 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 repossession, retention or sale of any rights hereundercollateral, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. 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. (a) If an Event of Default shall occur and be continuingcontinuing under the Credit Agreement, and without further order of the Bankruptcy Court, the Collateral Agent, on behalf of the Secured Party Creditors, may exercise, in addition to all other rights and remedies granted to 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 Uniform Commercial Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice or demand 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any other Secured Party 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 assumption of any credit risk. The Collateral Agent or any other Secured Party Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Creditors hereunder, including, without limitation, reasonable attorneys’ fees and disbursementsdisbursements of one primary counsel and one local counsel in each appropriate jurisdiction with respect thereto, to the payment in whole or in part of the Secured Obligations, in such order as set forth in Section 4(b) clause Third of the Secured Party may electCollateral Agency Agreement, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event The Administrative Agent, on behalf of Default shall occur and be continuing, the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 UCC, the Cape Town Convention (including, but not limited to, all rights and remedies under Chapter III of the Cape Town Convention and Chapter II of the Protocol) or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 the relevant Grantor at least ten (10) Business Days prior to the date of such sale or disposition (which each Grantor agrees is commercially reasonable and for the purposes of the Cape Town Convention shall be deemed to satisfy the requirement of "reasonable prior notice" specified in Article 8(4) of the Cape Town Convention). The Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which that the Secured Party Administrative Agent shall reasonably selectselect at the sole cost and expense of the relevant Grantor, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.3, 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 the Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 6.2 hereof, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If To the extent permitted by applicable law, each Grantor and the Administrative Agent agree that the Administrative Agent shall not be required to provide notice to any notice Grantor as set forth in Article IX(6) of the Protocol in connection with a proposal to procure the de-registration and export of a proposed sale or other disposition Qualified Aircraft without court order. Each Aircraft Grantor expressly agrees to permit the Administrative Agent to obtain from any applicable court, pending final determination of Collateral any claim resulting from an Event of Default, speedy relief in the form of any of the orders specified in Article 13 of the Cape Town Convention and Article X of the Protocol as the Administrative Agent shall be required determine in its sole and absolute discretion, subject to any procedural requirements prescribed by applicable law. Each Grantor hereby consents to the exercise by the Administrative Agent of the remedies granted herein and the Cape Town Convention. Each Grantor acknowledges and agrees that the Administrative Agent may exercise such of the foregoing remedies as it shall determine in its sole discretion and none of the foregoing remedies is manifestly unreasonable. To the extent permitted by applicable law, such notice each Grantor and the Administrative Agent agree that paragraph 2 of Article 13 of the Cape Town Convention shall be deemed reasonable and proper if given at least 10 days before such sale not apply to this Agreement or other dispositionto the exercise of any remedy by the Administrative Agent under this Agreement or the Cape Town Convention. Following an occurrence of an Event of Default, the relevant Aircraft Grantor agrees to immediately discharge, upon demand by the Administrative Agent, any registrations made with the International Registry in its favor.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any 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 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 201 29 future delivery without assumption of any credit risk. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and or released. Each Grantor Granting Party further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Security Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s Granting Party's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party, in such the order as the Secured Party may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Secured Party Administrative Agent account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor Granting 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, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. 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. (a) If an Event of Default shall occur and be continuingexists, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 (whether or not the New York UCC applies to the affected Collateral) or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Administrative Agent's reasonable request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party Parties hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(l)(c) of the New York UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any 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. (a) If Upon the occurrence and during the continuance of an Event of Default shall occur Default, and be continuingupon the Collateral Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other Applicable Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, the Secured PartyCollateral 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, defensesdefenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Collateral Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any 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 any 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, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any disposition of Collateral. The Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it 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 further agreesagrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the Secured Party’s requesttime 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 assemble which it was so adjourned. The Collateral Agent may sell the Collateral and make it available without giving any warranties as to the Secured Party Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, 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 such purchaser at places 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 appraisal which such Grantor now has or may at any time in the Secured Party shall reasonably selectfuture have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, whether the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Grantor’s premises or elsewhere. Upon Collateral at any such sale or transferother disposition, and the Collateral Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Party Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall have otherwise agree in writing) shall be entitled, for the right purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to deliveruse and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Collateral Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, assign a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and transfer no Grantor shall be entitled to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 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 return of the Collateral or in any way relating to portion thereof subject thereto, notwithstanding the fact that after the Collateral or Agent shall have entered into such an agreement all Events of Default shall have been remedied and the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment Obligations paid in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and after the payment by the Secured Party 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 Secured Party account for the surplus, if any, to any Grantorfull. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. If any notice Each Grantor further agrees, at the Collateral Agent’s reasonable request, if an Event of a proposed sale Default has occurred and is continuing, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises 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 dispositionelsewhere.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Credit Parties, may exercise, in addition to all other rights and remedies granted to 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 Secured Credit Party under the New York UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 any Requirement of Law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any Secured Credit Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestcommercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk; provided, that the Administrative Agent reserves the right to reject any and all bids at such sales, which, based on commercially reasonable judgment, it shall deem inadequate. The Secured Party Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which designated by the Secured Party shall Administrative Agent that are reasonably selectconvenient to such Grantor and the Administrative Agent, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party Credit Parties hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Credit Party arising out of the exercise by them of any rights hereunder. If any The Administrative Agent shall give each Grantor not less than 10 days’ prior notice of a proposed the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral shall be required by law, which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market. Any such notice shall be deemed reasonable (a) in the case of a public sale, state the time and proper if given at least 10 days before place fixed for such sale, (b) in the case of a private sale, state the day after which such sale or other dispositionmay be consummated, (c) contain the information specified in Section 9-613 of the UCC, (d) be authenticated and (e) be sent to the parties required to be notified pursuant to Section 9-611(c) of the UCC; provided that, if the Administrative Agent fails to comply with this sentence in any respect, its liability for such failure shall be limited to the liability (if any) imposed on it as a matter of law under the UCC. The Administrative Agent and each Grantor agree that such notice constitutes reasonable notification within the meaning of Section 9-611 of the UCC.

Code and Other Remedies. (a) If an Event of Default shall occur have occurred and be continuing, the Administrative Agent, on behalf of itself and the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Secured PartyAdministrative 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 law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party or elsewhere upon such terms and conditions as it may deem advisable are commercially reasonable 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 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s written request, if an Event of Default shall have occurred and be continuing to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable costs and expenses of every kind incurred 6.6 in connection therewith or incidental to the care or safekeeping of any of the Collateral or order specified in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, Section 6.5 and only after such application and after the payment by the Secured Party 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 Secured Party account for return the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or and 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. (a) If an Event of Default shall occur and be continuing, the Pari Passu Collateral Agent, on behalf of itself, the Administrative Agent and the other Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, to the Secured Partymaximum extent permitted under applicable law, the Pari Passu 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 the 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 Credit Agreement), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to pre-existing rights and licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any 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 Pari Passu Collateral Agent or any 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, the Pari Passu Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 redemption, stay or appraisal in any the Grantor, which right rights or equity is equities are hereby waived and released. Each The Grantor further agrees, at the Secured PartyPari Passu Collateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Pari Passu Collateral Agent at places which the Secured Party Pari Passu Collateral Agent shall reasonably select, whether at such the Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Pari Passu Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.7, 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 Agent, the Pari Passu Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 6.6, and only after such application and after the payment by the Secured Party Pari Passu 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 Secured Party Pari Passu Collateral Agent account for the surplus, if any, to any the Grantor. To Notwithstanding the extent permitted by Applicable Lawforegoing, each the Pari Passu Collateral Agent shall give the Grantor waives all claims, damages and demands it may acquire against not less than 10 days’ written notice (which the Secured Party arising out Grantor agrees is reasonable notice within the meaning of Section 9-611 of the exercise by them New York UCC or its equivalent in other jurisdictions) of the Pari Passu 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 6.7 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.subject to the ABL Intercreditor Agreement. LEGAL_US_E # 147952510.6

Code and Other Remedies. (aSubject to subsection 3.3(d) If hereof, if an Event of Default shall occur and be continuing, the U.S. ABL Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without Subject to subsection 3.3(d) hereof, without limiting the generality of the foregoing, to the Secured Partyextent permitted by applicable law, the U.S. ABL 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, 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 Security Collateral or any 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 U.S. ABL Collateral Agent or any 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 U.S. ABL Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Secured PartyU.S. ABL Collateral Agent’s requestrequest (subject to the terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Secured Party U.S. ABL Collateral Agent at places which the Secured Party U.S. ABL Collateral Agent shall reasonably select, whether at such GrantorGranting Party’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The U.S. ABL Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6subsection 6.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the U.S. ABL Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party then due and owing, in such the order as the Secured Party may electof priority specified in subsection 6.5 above, and only after such application and after the payment by the Secured Party U.S. ABL Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party U.S. ABL Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the U.S. ABL Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Security 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 U.S. ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security 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. (a) If Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing(ii) the Administrative Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Administrative Agent promptly after demand therefor, and it is agreed that the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other Applicable Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any 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 any 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, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any disposition of Collateral. The Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it 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 further agreesagrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the Secured Party’s requesttime 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 assemble which it was so adjourned. The Administrative Agent may sell the Collateral and make it available without giving any warranties as to the Secured Party Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, 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. Each such purchaser at places 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 appraisal which such Grantor now has or may at any time in the Secured Party shall reasonably selectfuture have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, whether the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Grantor’s premises or elsewhere. Upon Collateral at any such sale or transferother disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Party Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall have otherwise agree in writing) shall be entitled, for the right purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to deliveruse and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, assign a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and transfer the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 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 return of the Collateral or in any way relating to portion thereof subject thereto, notwithstanding the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and fact that after the payment by Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Party 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 Secured Party account for the surplus, if any, to any GrantorObligations paid in full. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. If Each Grantor further agrees, at the Administrative Agent’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall have the right to enter onto the property where any notice Collateral is located without any obligation to pay rent and take possession thereof with or without judicial process. The Administrative Agent shall have no obligation to marshal any 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 dispositionthe Collateral.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to them it 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 the other Secured Party Parties hereunder, 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 Secured Party may electprovided in Section 6.5, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable 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. (a) If an Event of Default shall occur and be continuing, upon the request of the Administrative Agent or the Required Lenders, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.5, 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 Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If an Event of Default shall occur and be continuing, the Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAgent, 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 expressly required hereto or pursuant to the Credit Agreement) 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 applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any 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 Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, in each case subject to applicable law, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and releasedreleased to the fullest extent permitted by applicable law. Each Grantor further agrees, at the Secured PartyAgent’s request, to assemble the Collateral and make it available to the Secured Party Agent at places which the Secured Party Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6 with respect to the 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 or in any way relating to the Collateral or the rights of the Agent and the Secured Party hereunderParties hereunder with respect thereto, including, without limitation, including 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 Secured Party may electspecified in Section 6.5, and only after such application and after the payment by the Secured Party Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, and termination of Commitments, need the Secured Party Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law and except as expressly provided herein, each Grantor waives all claims, damages and demands it may acquire against the Agent or any 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. (a) If Upon (i) the occurrence and during the continuance of an Event of Default shall occur Default, and be continuing(ii) the Agent’s notice of its intent to exercise such rights to the relevant Grantor or Grantors in accordance with the last paragraph of Section 7.1 of the Credit Agreement, each Grantor agrees to deliver each item of Collateral to the Agent promptly after demand therefor, and it is agreed that the Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 (whether or not the New York UCC applies to the affected Collateral) or the PPSA (to the extent applicable pursuant to Section 3(b)(v) above) or its rights under any other Applicable Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, the Secured PartyAgent, 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 Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Secured Parties, the Collateral or any 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 any 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, it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the commercially reasonable standards under the UCC or the PPSA (to the extent applicable pursuant to Section 3(b)(v) above), as applicable, with respect to any disposition of Collateral. The Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. To the fullest extent permitted by applicable law, each purchaser at any such sale shall hold the property sold to it 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 further agreesagrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the Secured Party’s requesttime and place of any public sale or 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 Collateral regardless of notice of sale having been given. The 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 assemble which it was so adjourned. The Agent may sell the Collateral and make it available without giving any warranties as to the Secured Party Collateral. The Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, 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 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 such purchaser at places 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 appraisal which such Grantor now has or may at any time in the Secured Party shall reasonably selectfuture have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, whether the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Agent or any Lender may be the purchaser or licensor of any or all of such Grantor’s premises or elsewhere. Upon Collateral at any such sale or transferother disposition, and the Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Party Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall have otherwise agree in writing) shall be entitled, for the right purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to deliveruse and apply any of the Borrower Obligations as a credit on account of the purchase price for any Collateral payable by the Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, assign a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and transfer the Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 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 return of the Collateral or in any way relating to portion thereof subject thereto, notwithstanding the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may elect, and only after such application and fact that after the payment by Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Secured Party 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 Secured Party account for the surplus, if any, to any GrantorObligations paid in full. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Agent or any Secured Party arising out of the exercise by them of any of their rights hereunder. If any notice Each Grantor further agrees, at the Agent’s reasonable request, if an Event of a proposed sale Default has occurred and is continuing, to assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Grantor’s premises 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 dispositionelsewhere.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of itself and the other Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 provided in the Note Documents) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived unless otherwise provided in the Note Documents), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To The Collateral Agent shall give the extent permitted by Applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out Company prior written notice of the exercise by them time and place of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be Collateral, and, to the extent any notice is required by law, each Grantor agrees such notice shall be deemed reasonable and proper if such notice is given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If there shall have occurred an unwaived Event of Default shall occur and be continuingthat has not been cured within the applicable cure period, if any, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 US Obligations, all rights and remedies of a secured party under the New York California UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured US Obligations, in such order as the Secured Party may electset forth in Section 6.5, and only after such application pursuant to clauses (a) and (b) of Section 6.5 and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39615(a)(3) of the New York California UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Secured Party Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.06, 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 the Secured Party Parties hereunder, 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 10.02(c) of the Secured Party may electCredit Agreement, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunderhereunder except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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, including the Intercreditor Agreement, all rights and remedies of a secured party under the New York UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, and in accordance with the Secured Partyterms of the Intercreditor Agreement, 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 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Collateral Agent or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursementsdisbursements actually incurred, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party 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 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. (a) LEGAL_US_E # 147951469.7 . If an Event of Default shall occur and be continuing, the Pari Passu Collateral Agent, on behalf of itself, the Administrative Agent and the other Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, to the Secured Partymaximum extent permitted under applicable law, the Pari Passu 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 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to pre-existing rights and licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any 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 Pari Passu Collateral Agent or any 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, the Pari Passu Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 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 Secured PartyPari Passu Collateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Pari Passu Collateral Agent at places which the Secured Party Pari Passu Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Pari Passu Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.7, 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 Agent, the Pari Passu Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 6.6, and only after such application and after the payment by the Secured Party Pari Passu 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 Secured Party Pari Passu Collateral Agent account for the surplus, if any, to any Grantor. To Notwithstanding the extent permitted by Applicable Lawforegoing, the Pari Passu Collateral Agent shall give each applicable Grantor not less than 10 days’ written notice (which each Grantor waives all claims, damages and demands it may acquire against agrees is reasonable notice within the 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 Pari Passu 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 6.7 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 ABL Intercreditor Agreement.

Code and Other Remedies. (a) If an a First Lien Event of Default shall occur and be continuing, the First Lien Administrative Agent, on behalf of the First Lien Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 First Lien Obligations, all rights and remedies of a secured party under the New York UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyFirst Lien 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 belowlaw) 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 forthwith collect, receive, appropriate and realize upon the First Lien Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the First Lien Collateral or any 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 First Lien Administrative Agent or any 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 First Lien Administrative 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 law, upon any such private sale or sales, to purchase the whole or any part of the First Lien Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s First Lien Administrative Agent's request, to assemble the First Lien Collateral and make it available to the Secured Party First Lien Administrative Agent at places which the Secured Party First Lien Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party First Lien Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.67.6, 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 First Lien Collateral or in any way relating to the First Lien Collateral or the rights of the First Lien Administrative Agent and the other First Lien Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured First Lien Obligations, in such order as the Secured Party First Lien Administrative Agent may elect, and only after such application and after the payment by the Secured Party First Lien 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 Secured Party First Lien Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the First Lien Administrative Agent or any other First Lien Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of First Lien 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. (a) If an Event of Default shall occur occurs and be is continuing, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default occurs and is continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s requestrequest following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party Administrative Agent and the Lenders hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may deem bestadvisable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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. (a) If In each case subject to subsection 3.2, if an Event of Default specified in subsection 8(f) of the Revolving Credit Agreement shall occur and be continuing: The Revolving Credit Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent 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, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Pledged Collateral, 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 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 Revolving Credit Collateral Agent or any 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 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 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 in any Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Secured PartyRevolving 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 Secured Party Revolving Credit Collateral Agent at places which the Secured Party Revolving Credit Collateral Agent shall reasonably select, whether at such Grantorthe Pledgor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Revolving Credit Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6subsection 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 Revolving Credit Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party may electof priority specified in subsection 6.2 above, and only after such application and after the payment by the Secured Party Revolving Credit Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Revolving Credit Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by Applicable Lawapplicable law, each Grantor (i) the Pledgor waives all claims, damages and demands it may acquire against the 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. (a) If Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAgent, without prior demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any prior 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, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Agent or any 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 Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise of remedies in the proceeding sentence, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of such remedies or the Agent’s rights hereunder. The Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAgent’s request, to assemble the Collateral and make it available to the Secured Party Agent at places which the Secured Party Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.5, 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 Agent and the Secured Party Parties hereunder, 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 Secured Party Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any prior 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 (but shall not be obligated to), subject to the requirements of applicable law, in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other Applicable Law or otherwise available at applicable law or and in equity. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by 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 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 the Collateral, 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 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 or any 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 Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Collateral Agent or any other Secured 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 in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s requestrequest (subject to each applicable Intercreditor Agreement), to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6Subsection 6.6, 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 Collateral Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Grantor then due and owing, in such the order as the Secured Party may electof priority specified in Subsection 6.5 above, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Secured Party Collateral Agent account for the surplus, if any, to any such Grantor. To the extent permitted by Applicable Lawapplicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the 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 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party may Parties, may, and upon the request of the Applicable Authorized Representative shall, exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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, to the extent permitted by applicable law, forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 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 Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 5.5, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Junior Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyJunior Agent, without prior demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any prior 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, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Junior Agent or any 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 Junior Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise of remedies in the proceeding sentence, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of such remedies or the Junior Agent’s rights hereunder. The Junior Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyJunior Agent’s request, to assemble the Collateral and make it available to the Secured Party Junior Agent at places which the Secured Party Junior Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Junior Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.5, 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 Junior Agent and the Secured Party Parties hereunder, 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 Secured Party Junior Agent may elect, and only after such application and after the payment by the Secured Party Junior 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 Secured Party Junior Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Junior Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any prior 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. (a) If an Event of Default shall occur and be continuingcontinuing under the Credit Agreement, the Collateral Agent, on behalf of the Secured Party Creditors, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any other Secured Party 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 assumption of any credit risk. The Collateral Agent or any other Secured Party Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Creditors hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s written request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, after deducting all reasonable and documented 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 Secured Party Administrative Agent and the Lenders hereunder, including, without limitation, reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party any Agent or any 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. (a) If an Event of Default shall occur and be continuingexists, the Agent, on behalf of the Secured Party Parties, (i) may exercise, in addition to all other rights and remedies granted to 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 Law applicable law or otherwise available at law or in equity. Without equity and (ii) without limiting the generality of the foregoing, the Secured PartyAgent, without demand of performance or other demand, presentment, protest, notice of intent to accelerate, notice of acceleration advertisement or notice of any kind (except any notice required by law referred to below, which cannot be waived by law and any notice that is expressly required under this Agreement or any other Loan Document) to or upon any Grantor Obligor 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give grant option or options to purchase, or otherwise dispose of and deliver the Collateral or any 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 any Secured Party or elsewhere upon such terms and conditions as it the Required Lenders may deem advisable and at such prices as it the Required Lenders may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any GrantorObligor, which right or equity is hereby waived and released. Each Grantor If an Event of Default shall occur and be continuing, each Obligor further agrees, at the Secured PartyAgent’s request, to assemble the Collateral and make it available to the Secured Party Agent at places which the Secured Party Agent shall reasonably select, whether at such GrantorObligor’s premises or elsewhere. Any such sale or transfer by the Agent either to itself or to any other Person shall be absolutely free from any claim of right by Obligor, including any equity or right of redemption, stay or appraisal which Obligor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Obligor hereby waives any rights it may have in respect thereof). Upon any such sale or transfer, the Secured Party Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.1, 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 Agent and the Secured Party Parties hereunder, 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 the Secured Party may electCredit Agreement, and only after such application and after the payment by the Secured Party Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) 615 of the New York UCC, need the Secured Party Agent account for the surplus, if any, to any GrantorObligor. To the extent permitted by Applicable Lawapplicable law, each Grantor Obligor waives all claims, damages and demands it may acquire against the Agent or any Secured Party arising out of the exercise by them of any rights hereunder, except where arising as a result of the Agent’s or any Secured Party’s gross negligence or willful misconduct, as determined by a final non-appealable decision of a court of competent jurisdiction. 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. (a) If an a Second Lien Event of Default shall occur and be continuing, the Second Lien Administrative Agent, on behalf of the Second Lien Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Second Lien Obligations, all rights and remedies of a secured party under the New York UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartySecond Lien 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 belowlaw) 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 forthwith collect, receive, appropriate and realize upon the Second Lien Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Second Lien Collateral or any 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 Second Lien Administrative Agent or any other Second 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 Second Lien Administrative Agent or any other Second Lien Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Second Lien Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Second Lien Administrative Agent's request, to assemble the Second Lien Collateral and make it available to the Secured Party Second Lien Administrative Agent at places which the Secured Party Second Lien Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Second Lien Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.68.6, 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 Second Lien Collateral or in any way relating to the Second Lien Collateral or the rights of the Second Lien Administrative Agent and the other Second Lien Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Second Lien Obligations, in such order as the Secured Party Second Lien Administrative Agent may elect, and only after such application and after the payment by the Secured Party Second Lien 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 Secured Party Second Lien Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Second Lien Administrative Agent or any other Second Lien Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Second Lien 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to them it 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except notice pursuant to Section 6.4(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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 Any Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.7 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 Agents and the Secured Party hereunderParties hereunder with respect thereto, 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 Secured Party may electspecified in Section 6.6, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any Agent or any Secured Party 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Persons, may exercise, in addition to all other rights and remedies granted to 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 Secured Person under the New York Applicable UCC or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 other Secured Party 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 Party Person shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 the other Secured Party Persons hereunder, 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 Secured Party may electprovided in Section 6.5, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York Applicable UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable 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 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur have occurred and be continuing, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall have occurred and be continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s requestrequest after the occurrence and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party Administrative Agent and the Lenders hereunder, 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 Secured Party may elect, and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, accordance with Section 9-615(a)(3) of the New York UCC, need the Secured Party account for the surplus, if any, to any Grantor6.5. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. 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.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, upon the Secured Party may request of, and as directed by, the Majority Lenders the Administrative Agent, on behalf of the Lenders shall exercise, in addition to all other rights and remedies granted to them it in this Agreement, the Credit Bridge Loan 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by applicable law referred to below) to or upon any Grantor Grantor, the Parent Guarantor, any Issuer or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply any Proceeds from time to time held by it and the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party Administrative Agent or the Lenders hereunder, 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 Secured Party may elect, accordance with Section 6.3 and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of applicable law, including, without limitation, Section 9-615(a)(3504(l)(c) of the New York UCC, need the Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Lender arising out of the exercise by them of any rights or remedies 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. (a) If an Event of Default shall occur and be continuing, the Second-Priority Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartySecond-Priority 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Second-Priority Collateral Agent or any Secured Party Parties or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestcommercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. The Second-Priority Collateral Agent or any Secured Party Parties shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartySecond-Priority Collateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Second-Priority Collateral Agent at places which the Secured Party Second-Priority Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Second-Priority Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 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 Second-Priority Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party may electorder, and only after such application and after the payment provided in Section 5.4(a) by the Secured Party Second-Priority 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 Secured Party Second-Priority Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Second-Priority Collateral Agent or any 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 dispositiondisposition or such shorter period as may be otherwise commercially reasonable and proper.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6 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 the Secured Party hereunderParties hereunder with respect thereto, 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 Secured Party may electspecified in Section 6.5(a), and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any 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. (a) If an Event of Default shall occur and ----------------------- be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, to the Secured Partyextent 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any 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 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 or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any GrantorGranting Party, which right or equity is hereby waived and or released. Each Grantor Granting Party further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Security Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s Granting Party's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent and the other Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured ObligationsObligations of the relevant Granting Party then due and owing (including, without limitation, to the extent required by Section 16.4 of the Credit Agreement to cash collateralize L/C Obligations outstanding at such time), in such the order as the Secured Party may electof priority specified in Section 6.5 above, and only after such application and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Secured Party Administrative Agent account for the surplus, if any, to any GrantorGranting Party. To the extent permitted by Applicable Lawapplicable law, each Grantor Granting 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 repossession, retention or sale of any rights hereundercollateral, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 (a) forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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, (b) give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral, (c) with respect to any Collateral consisting of Intellectual Property, on demand, to cause the security interest granted herein to become an assignment, transfer and conveyance of any of or all such Collateral by the applicable Grantors to the Collateral Agent or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or a nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall reasonably determine (other than in violation of any then-existing licensing arrangements to the extent that waivers thereunder cannot be obtained), and (d) concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Investment Property, to exchange certificates or instruments representing or evidencing Investment Property for certificates or instruments of smaller or larger denominations, and subject to the notice requirements of Section 6.3, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Investment Property as though the Collateral Agent was the outright owner thereof. The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 the Secured Party may electprovisions of the Indenture, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the 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 in every case if given at least 10 days before such sale or other dispositiondisposition (it being understood that a shorter period may also be reasonable given the circumstances). Until the Collateral Agent is able to effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value 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 the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Notwithstanding the foregoing, neither the Collateral Agent nor any of the Secured Parties shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative Agent, without demand 509265-1574-11574-Active.18689445.1 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 part thereof (or contract to do any of the foregoing), in one or more parcels at commercially reasonable public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable necessary 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 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s reasonable request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Secured Party Administrative Agent and the Lenders hereunder, 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 Secured Party Administrative Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any 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. (a) If an Event a Notice of Default shall occur and be continuingAcceleration is in effect, the Collateral Trustee, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, but subject to Section 7.15, the Secured PartyCollateral 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 Obligor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Collateral Trustee or any 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 Collateral Trustee or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any GrantorObligor, which right or equity is hereby waived and released. Each Grantor Obligor further agrees, at the Secured Party’s Collateral Trustee's request, to assemble the Collateral and make it available to the Secured Party Collateral Trustee at places which the Secured Party Collateral Trustee shall reasonably select, whether at such Grantor’s Obligor's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 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 Collateral Trustee and the Secured Party Parties hereunder, 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 set forth in Section 3.4 of the Secured Party may electTrust Agreement, and only after such application and after the payment by the Secured Party Collateral Trustee 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 Secured Party Collateral Trustee account for the surplus, if any, to any GrantorObligor. To the extent permitted by Applicable Lawapplicable law, each Grantor Obligor waives all claims, damages and demands it may acquire against the Collateral Trustee or any 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 may, subject to the requirements of applicable law, in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 or any 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 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 Collateral Agent and the Secured Party Parties hereunder, 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 Secured Party Collateral Agent may elect, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Secured PartyAdministrative 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 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 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 in any GrantorBorrower, which right or equity is hereby waived and released. Each Grantor Borrower further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such GrantorBorrower’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6 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 the Secured Party hereunderParties hereunder with respect thereto, 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 Secured Party may electspecified in Section 6.5, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantorsuch Borrower. To the extent permitted by Applicable Lawapplicable law, each Grantor Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any 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. (a) If an Event of Default under the Credit Agreement or the Reimbursement Agreement shall occur and be continuing, the Collateral Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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, circumstances forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Collateral Agent or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Secured Party’s Collateral Agent's request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such the Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.65.4, 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 Collateral Agent and any other Secured Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may electCredit Agreement or the Reimbursement Agreement, as applicable, shall proscribe, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3504(1)(c) of the New York UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any the Grantor. To the extent permitted by Applicable Lawapplicable law, each the Grantor waives all claims, damages and demands it may acquire against the 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. (a) If an Event In the event that any portion of Default shall occur the Obligations has been declared or becomes due and be continuingpayable in accordance with the terms of the Credit Agreement, the Secured Party Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable commercially reasonable 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 Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured Party’s Administrative Agent's request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Secured Party 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 Secured Party shall promptly apply the net proceeds of any action taken by it pursuant to this Section 5.67.7, 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 Secured Party Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursementsdisbursements of counsel to the Administrative Agent, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party Administrative Agent may elect, subject to Section 2.10 of the Credit Agreement, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Lender arising out of the lawful 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. (a) If Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAgent, without prior demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any prior 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, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Agent or any 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 Agent shall endeavor to provide the Issuer with notice at or about the time of the exercise of remedies in the proceeding sentence, provided that the failure to provide such notice shall not in any way compromise or adversely affect the exercise of such remedies or the Agent’s rights hereunder. The Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAgent’s request, to assemble the Collateral and make it available to the Secured Party Agent at places which the Secured Party Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transferSubject to the Intercreditor Agreement, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.05, 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 Agent and the Secured Party Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as is provided in Section 5.05 of the Secured Party may electIndenture, and only after such application and after the payment by the Secured Party 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 Secured Party Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Agent or any Secured Party arising out of the exercise by them of any rights hereunder. If any prior 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 Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Article 6 conducted in accordance with the requirements of applicable laws and provided such sale shall not have resulted from the gross negligence, willful misconduct or fraud of the Agent. Each Grantor hereby waives any claims against the Agent and the other Secured Parties 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 Secured Obligations, even if the 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 applicable laws and this Agreement. Each Grantor 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 laws, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority or official, nor shall the Agent be liable or accountable to any Grantor 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. (a) If an Event of Default shall occur occurs and be is continuing, the Administrative Agent, on behalf of the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, if an Event of Default occurs and is continuing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 any 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 Secured Party Parties shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s requestrequest following and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which the Secured Party Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.6, after deducting all reasonable costs and expenses of every kind incurred 6.5 in connection therewith or incidental to the care or safekeeping of any accordance with Section 8.03 of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may electCredit Agreement, and only after such application and after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any Secured Party arising out of the exercise by them such Secured Party or it sub-agents 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. (a) If an Event of Default shall occur and be continuing, the Collateral Agent, on behalf of the other Secured Party Parties, may exercise, in addition to all other rights and remedies granted to them it 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyCollateral 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 forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, license, sublicense, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker’s board or office of the Collateral Agent or any 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 Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and or released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the other Secured Party Parties hereunder, 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 Secured Party may electprovided in Section 6.5, and only after such application and after the payment by the Secured Party 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 Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any 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. (a) If an Event The Administrative Agent, on behalf of Default shall occur and be continuing, the Secured Party Parties, may exercise, in addition to all other rights and remedies granted to 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 UCC, the Cape Town Convention (including, but not limited to, all rights and remedies under Chapter III of the Cape Town Convention and Chapter II of the Protocol) or any other Applicable Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAdministrative 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 the relevant Grantor at least ten (10) Business Days prior to the date of such sale or disposition (which each Grantor agrees is commercially reasonable and for the purposes of the Cape Town Convention shall be deemed to satisfy the requirement of "reasonable prior notice" specified in Article 8(4) of the Cape Town Convention). The Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyAdministrative Agent’s request, to assemble the Collateral and make it available to the Secured Party Administrative Agent at places which that the Secured Party Administrative Agent shall reasonably selectselect at the sole cost and expense of the relevant Grantor, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.3, 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 the Secured Party Parties hereunder, 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 Secured Party may electaccordance with Section 6.2 hereof, and only after such application and LEGAL02/38440571v3 after the payment by the Secured Party 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 Secured Party Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If To the extent permitted by applicable law, each Grantor and the Administrative Agent agree that the Administrative Agent shall not be required to provide notice to any notice Grantor as set forth in Article IX(6) of the Protocol in connection with a proposal to procure the de-registration and export of a proposed sale or other disposition Qualified Aircraft without court order. Each Aircraft Grantor expressly agrees to permit the Administrative Agent to obtain from any applicable court, pending final determination of Collateral any claim resulting from an Event of Default, speedy relief in the form of any of the orders specified in Article 13 of the Cape Town Convention and Article X of the Protocol as the Administrative Agent shall be required determine in its sole and absolute discretion, subject to any procedural requirements prescribed by applicable law. Each Grantor hereby consents to the exercise by the Administrative Agent of the remedies granted herein and the Cape Town Convention. Each Grantor acknowledges and agrees that the Administrative Agent may exercise such of the foregoing remedies as it shall determine in its sole discretion and none of the foregoing remedies is manifestly unreasonable. To the extent permitted by applicable law, such notice each Grantor and the Administrative Agent agree that paragraph 2 of Article 13 of the Cape Town Convention shall be deemed reasonable and proper if given at least 10 days before such sale not apply to this Agreement or other dispositionto the exercise of any remedy by the Administrative Agent under this Agreement or the Cape Town Convention. Following an occurrence of an Event of Default, the relevant Aircraft Grantor agrees to immediately discharge, upon demand by the Administrative Agent, any registrations made with the International Registry in its favor.

Code and Other Remedies. (a) If Subject, in the case of ULC Shares, to the provisions of Section 8.18 of this Agreement, if an Event of Default shall occur and be continuing, the Secured Party Collateral Agent may exercise, in addition to all other rights and remedies granted to them it 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 ObligationsNote Document, all rights and remedies of a secured party under the New York UCC or any other Applicable Law or otherwise available at applicable law or in equity. Without limiting the generality of the foregoing, to the Secured Partyfullest extent permitted by 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 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Trustee or any 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by 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 in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Secured PartyCollateral Agent’s request, to assemble the Collateral and make it available to the Secured Party Collateral Agent at places which the Secured Party Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the The Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Collateral Agent and the Secured Party Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Secured Party may electset forth in Section 6.5, and only after such application and after the payment by the Secured Party Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Secured Party Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the any 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. (a) If Subject to Section 8.2 of the Credit Agreement, if an Event of Default shall occur and be continuing, Agent, on behalf of the Secured Party Lenders, may exercise, in addition to all other rights and remedies granted to 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 Law or otherwise available at law or in equityapplicable law. Without limiting the generality of the foregoing, the Secured PartyAgent, 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 forthwith collect, receive, appropriate and realize upon the Collateral, 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 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 Secured Party 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 Secured Party 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 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 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 Secured PartyAgent’s request, to assemble the Collateral and make it available to the Secured Party Agent at places which the Secured Party Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Secured Party Agent shall apply the net proceeds of any action taken by it pursuant to this Section 5.66.6, 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 Agent and the Secured Party Lenders hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, Obligations in such order as the Secured Party may elect, and only after such application and after the payment by the Secured Party of any other amount required by any provision of law, including, without limitation, accordance with Section 9-615(a)(3) of the New York UCC, need the Secured Party account for the surplus, if any, to any Grantor6.5. To the extent permitted by Applicable Lawapplicable law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party Agent or any 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.