Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared 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 Newco Subordinated Guarantor 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 Pledged 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 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 any Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, any Shared Collateral 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 Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Agent’s request, to assemble the Pledged Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated Guarantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4, 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 Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Shared 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 Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantor. To the extent permitted by applicable law, each Newco Subordinated Guarantor waives all claims, damages and demands it may acquire against the Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of 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. Subject to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Note Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreementextent permitted by applicable law, the Shared 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 Newco Subordinated Guarantor 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 Special Purpose Financing, and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Pledged 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 Pledged 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 Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, The Note Collateral Agent or any Shared Collateral 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 Security Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantorsuch Granting Party, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor Granting Party further agrees, at the Note Collateral Agent’s request (subject to the provisions terms of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Agent’s requestany documentation governing any Special Purpose Financing), to assemble the Pledged Security Collateral and make it available to the Shared Note Collateral Agent at places which the Shared Note Collateral Agent shall reasonably select, whether at such Newco Subordinated GuarantorGranting Party’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4subsection 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 Pledged Security Collateral or in any way relating to the Pledged Security Collateral or the rights of the Shared Note Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in accordance with Section 7.3the order of priority specified in subsection 6.5 above, and only after such application and after the payment by the Shared 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 Shared Note Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantorsuch Granting Party. To the extent permitted by applicable law, each Newco Subordinated Guarantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Shared Note Collateral Agent or any other Secured Parties 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 Pledged 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 to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreementextent permitted by applicable law, the Shared Collateral 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 Newco Subordinated Guarantor 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 Permitted Receivables Securitization) collect, receive, appropriate and realize upon the Pledged 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 Pledged 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 Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, The Administrative Agent or any Shared Collateral 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 Pledged Security Collateral so sold, free of any right or equity of redemption in any Newco Subordinated GuarantorGranting Party, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor Granting Party further agrees, at the Administrative Agent's request (subject to the provisions terms of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Agent’s requestany documentation governing any Permitted Receivables Securitization), to assemble the Pledged Security Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Newco Subordinated Guarantor’s Granting Party's premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.46.6, 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 Pledged Security Collateral or in any way relating to the Pledged Security Collateral or the rights of the Shared Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party, in accordance with the order of priority specified in Section 7.36.5 above, and only after such application and after the payment by the Shared Collateral 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 Shared Collateral Administrative Agent account for the surplus, if any, to any Newco Subordinated GuarantorGranting Party. To the extent permitted by applicable law, each Newco Subordinated Guarantor Granting Party waives all claims, damages and demands it may acquire against the Shared Collateral Administrative Agent or any other Secured Parties 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 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. Subject to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Note Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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 lawlaw and in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreementextent permitted by applicable law, the Shared 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 Newco Subordinated Guarantor 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 Pledged 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 Pledged 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 Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, any Shared Collateral Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Note 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 Pledged Security Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantorsuch Grantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor Grantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared Note Collateral Agent’s requestrequest (subject to each applicable Intercreditor Agreement), to assemble the Pledged Security Collateral and make it available to the Shared Note Collateral Agent at places which the Shared Note Collateral Agent shall reasonably select, whether at such Newco Subordinated GuarantorGrantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4subsection 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 Pledged Security Collateral or in any way relating to the Pledged Security Collateral or the rights of the Shared Note Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Grantor then due and owing, as and in accordance with Section 7.3the order of priority specified in subsection 6.5 above, and only after such application and after the payment by the Shared 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 Shared Note Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantorsuch Grantor. To the extent permitted by applicable law, each Newco Subordinated Guarantor (i) such Grantor waives all claims, damages and demands it may acquire against the Shared Note Collateral Agent or any other Secured Parties 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 Pledged 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 (a) Upon (i) the occurrence and during the continuance of an Event of Default, and (ii) the Agent’s notice of its intent to exercise such rights to the provisions of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, relevant Grantor or Grantors in accordance with the Intercreditor last paragraph of Section 7.1 of the Credit Agreement, each Grantor agrees to deliver each item of Collateral to the Shared Collateral Agent promptly after demand therefor, and it is agreed that the Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Canadian 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 lawlaw or in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Newco Subordinated Guarantor 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 Canadian Borrower Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged 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 Pledged 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 any Shared Collateral 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. Subject , it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the Subordinated Guarantee Intercreditor Agreementcommercially reasonable standards under the UCC or PPSA, as applicable, with respect to any Shared Collateral disposition of Collateral. 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 Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated GuarantorGrantor, 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 Newco Subordinated Guarantor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The 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 which it was so adjourned. The Agent may sell the Collateral without giving any warranties as to the 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 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 future 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, 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 Collateral at any such sale or other disposition, and the Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the 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 use and apply any of the Canadian 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, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Canadian Obligations paid in full. To the extent permitted by applicable 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. Each Grantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Agent’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Pledged Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated GuarantorGrantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral . (b) The Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.46.5, after deducting all reasonable out-of-pocket costs and expenses of the Agent 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 Shared Collateral Secured Parties hereunder, including, without limitation, including reasonable out-of-pocket attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, Canadian Obligations in accordance with Section 7.3, 6.4 and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCCUCC and the PPSA, with respect to the Canadian Obligations, need the Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated GuarantorGrantor. If the Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Newco Subordinated Guarantor Grantor waives all claims, damages and demands it may acquire against the Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Agent if the Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favourable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Agent sells.

Code and Other Remedies. Subject to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared U.S. Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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 lawlaw and in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreementextent permitted by applicable law, the Shared U.S. 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 Newco Subordinated Guarantor 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 Pledged 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 Pledged 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. Collateral Agent or any Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, The U.S. Collateral Agent or any Shared Collateral 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 Security Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantorsuch Granting Party, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor Granting Party further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared U.S. Collateral Agent’s request, to assemble the Pledged Security Collateral and make it available to the Shared U.S. Collateral Agent at places which the Shared U.S. Collateral Agent shall reasonably select, whether at such Newco Subordinated GuarantorGranting Party’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared The U.S. Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4subsection 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 Pledged Security Collateral or in any way relating to the Pledged Security Collateral or the rights of the Shared U.S. Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in accordance with Section 7.3the order of priority specified in subsection 6.5 above, and only after such application and after the payment by the Shared U.S. 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 Shared U.S. Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantorsuch Granting Party. To the extent permitted by applicable law, each Newco Subordinated Guarantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Shared U.S. Collateral Agent or any other Secured Parties 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. Collateral Agent or such other Secured Party (in each case as determined in a final non-appealable decision issued by a court of competent jurisdiction) and (ii) if any notice of a proposed sale or other disposition of Pledged 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 to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared U.S. Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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 lawlaw and in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreementextent permitted by applicable law, the Shared U.S. 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 Newco Subordinated Guarantor 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 Pledged 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 Pledged 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. Collateral Agent or any Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, The U.S. Collateral Agent or any Shared Collateral 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 Security Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantorsuch Granting Party, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor Granting Party further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared U.S. Collateral Agent’s request, to assemble the Pledged Security Collateral and make it available to the Shared U.S. Collateral Agent at places which the Shared U.S. Collateral Agent shall reasonably select, whether at such Newco Subordinated GuarantorGranting Party’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared The U.S. Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4subsection 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 Pledged Security Collateral or in any way relating to the Pledged Security Collateral or the rights of the Shared U.S. Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in accordance with Section 7.3the order of priority specified in subsection 6.5 above, and only after such application and after the payment by the Shared U.S. 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 Shared U.S. Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantorsuch Granting Party. To the extent permitted by applicable law, each Newco Subordinated Guarantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Shared U.S. Collateral Agent or any other Secured Parties 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. Collateral Agent or such other Secured Party (in each case as determined in a final non-appealable decision issued by a court of competent jurisdiction), and (ii) if any notice of a proposed sale or other disposition of Pledged 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 to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared U.S. Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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 lawlaw and in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreementextent permitted by applicable law, the Shared U.S. 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 Newco Subordinated Guarantor 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 Pledged 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 Pledged 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 U.S. Collateral Agent or any Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, The U.S. Collateral Agent or any Shared Collateral 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 Security Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantorsuch Granting Party, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor Granting Party further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared U.S. Collateral Agent’s 's request, to assemble the Pledged Security Collateral and make it available to the Shared U.S. Collateral Agent at places which the Shared U.S. Collateral Agent shall reasonably select, whether at such Newco Subordinated Guarantor’s Granting Party's premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared The U.S. Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4subsection 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 Pledged Security Collateral or in any way relating to the Pledged Security Collateral or the rights of the Shared U.S. Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in accordance with Section 7.3the order of priority specified in subsection 6.5 above, and only after such application and after the payment by the Shared U.S. 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 Shared U.S. Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantorsuch Granting Party. To the extent permitted by applicable law, each Newco Subordinated Guarantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Shared U.S. Collateral Agent or any other Secured Parties 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. Collateral Agent or such other Secured Party (in each case as determined in a final non-appealable decision issued by a court of competent jurisdiction), and (ii) if any notice of a proposed sale or other disposition of Pledged 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 to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the Shared Collateral Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them the Secured Party or the Secured Parties in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York Applicable UCC or any other applicable law. Without limiting the generality of the foregoing, subject to the provisions if an Event of the Subordinated Guarantee Intercreditor AgreementDefault has occurred and is continuing, the Shared Collateral AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or any Newco Subordinated Guarantor 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 Pledged 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 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 any Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, any Shared Collateral 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 Pledged Collateral so sold, free of any right or equity of redemption in the Borrower or any Newco Subordinated GuarantorGrantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor The Borrower and each Grantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreementagree, at the Shared Collateral AgentSecured Party’s request, to assemble the Pledged Collateral and make it available to the Shared Collateral Agent Secured Party at places which the Shared Collateral Agent Secured Party shall reasonably select, whether at the Borrower or such Newco Subordinated GuarantorGrantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent The Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 7.40, 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 Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Shared Collateral Secured Party and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in accordance with Section 7.3such order as provided in 04, and only after such application and after the payment by the Shared Collateral Agent Secured Party 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 Applicable UCC, need the Shared Collateral Agent Secured Party account for the surplus, if any, the Borrower or to any Newco Subordinated GuarantorGrantor. To the extent permitted by applicable law, the Borrower and each Newco Subordinated Guarantor waives Grantor waive all claims, damages and demands it they may acquire against the Shared Collateral Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Pledged 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. Subject (a) Upon (i) the occurrence and during the continuance of an Event of Default, and (ii) the Administrative Agent’s notice of its intent to exercise such rights to the provisions relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Subordinated Guarantee Intercreditor AgreementAdministrative Agent promptly after demand therefor, if an Enforcement Event shall have occurred and be continuing, upon it is agreed that the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Canadian 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 lawlaw or in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Administrative 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 Newco Subordinated Guarantor 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 Canadian Borrower Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged 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 Pledged 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 any Shared Collateral 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. Subject , it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the Subordinated Guarantee Intercreditor Agreementcommercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any Shared Collateral disposition of Collateral. 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 Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated GuarantorGrantor, 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 Newco Subordinated Guarantor Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. 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 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 future 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, 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 Collateral at any such sale or other disposition, and the Administrative Agent, at the direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the 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 use and apply any of the Canadian 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, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof and the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Canadian Obligations paid in full. To the extent permitted by applicable 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. Each Grantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Administrative Agent’s reasonable request, if an Event of Default has occurred and is continuing, to assemble the Pledged Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Newco Subordinated GuarantorGrantor’s premises or elsewhere. Subject The Administrative Agent shall have the right to enter onto the provisions property where any 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 the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Collateral. (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.46.5, after deducting all reasonable out-of-pocket costs and expenses of the Administrative Agent 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 Shared Collateral Secured Parties hereunder, including, without limitation, including reasonable out-of-pocket attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, Canadian Obligations in accordance with Section 7.3, 6.4 and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of lawlaw with respect to the Canadian Obligations, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Newco Subordinated GuarantorGrantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Newco Subordinated Guarantor Grantor waives all claims, damages and demands it may acquire against the Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunder. (c) In view of the position of the Grantors in relation to the Collateral, or because of other current or future circumstances, a question may arise under the U.S. Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Securities Laws”) with respect to any disposition of the Collateral permitted hereunder. If Each Grantor understands that compliance with the Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any notice part of the Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Collateral, limit the purchasers to those who will agree, among other things, to acquire such Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Collateral or part thereof shall have been filed under the Securities Laws and (b) may approach and negotiate with a limited number of potential purchasers (including a single potential purchaser) to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Collateral at a price that the Administrative Agent, in its sole and absolute discretion, may in good ▇▇▇▇▇ ▇▇▇▇ reasonable under the circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a limited number of purchasers (or a single purchaser) were approached. The provisions of this Section 6.5 will apply notwithstanding the existence of a proposed sale public or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given private market upon which the quotations or sales prices may exceed substantially the price at least 10 days before such sale or other dispositionwhich the Administrative Agent sells.

Code and Other Remedies. Subject to During the provisions continuance of an Event of Default, the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, Agent may in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf terms of the Shared Collateral Secured Parties, may Credit Agreement and subject to the Intercreditor Agreement exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared 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 Newco Subordinated Guarantor Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, in accordance with the terms of the Credit Agreement and subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Pledged any 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 Pledged any 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 Shared Collateral Secured Party 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. Subject In accordance with the terms of the Credit Agreement and subject to the provisions terms of the Subordinated Guarantee Intercreditor Agreement, any Shared the Collateral Secured Party Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, PLEDGE AND SECURITY AGREEMENT AMKOR TECHNOLOGY, INC. 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 of any Newco Subordinated GuarantorGrantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor Grantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Agent’s 's request, to assemble the Pledged Collateral and make it available to the Shared Collateral Agent at places which that the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated Guarantor’s Grantor's premises or elsewhere. Subject In accordance with the terms of the Credit Agreement and subject to the provisions terms of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.45.1, 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 Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Shared Collateral Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in accordance with Section 7.3such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared 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 Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated GuarantorGrantor. To the extent permitted by applicable law, each Newco Subordinated Guarantor Grantor waives all claims, damages and demands it may acquire against the Shared Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of 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. Subject If an Event of Default shall occur and be continuing and following the giving of five (5) calendar days’ notice to the provisions Borrower (the “Remedies Notice Period”), and subject in any event to the terms and conditions of the Subordinated Guarantee Intercreditor AgreementDIP Order (with respect to the applicable Grantors), if an Enforcement Event shall have occurred and be continuing, upon the request Collateral Agent may exercise in respect of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement it and subject in any other instrument or agreement securing, evidencing or relating event to the Obligationsterms and conditions of the DIP Order (with respect to the applicable Grantors), all the rights and remedies of a secured party upon default under the New York UCC or any other applicable law. Without limiting the generality of the foregoinglaw and also may, subject with notice to the provisions of relevant Grantor, sell the Subordinated Guarantee Intercreditor Agreement, the Shared 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 Newco Subordinated Guarantor 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 Pledged 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 Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at one or more public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party 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 at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. Subject The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the provisions distribution or sale thereof, and, upon consummation of any such sale, the Subordinated Guarantee Intercreditor AgreementCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any Shared such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by law, upon any such private sale or salessale, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor further agreesand, subject to the provisions terms of the Subordinated Guarantee Intercreditor DIP Credit Agreement, the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Secured Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Shared Collateral Agent’s request, request to assemble the Pledged Collateral and make it available to the Shared Collateral Agent Agent, at places which the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated GuarantorGrantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4, 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 Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, 5.5 in accordance with the provisions of Section 7.3, and only after such application and after the payment by the Shared 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 Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantor. To the extent permitted by applicable law, each Newco Subordinated Guarantor waives all claims, damages and demands it may acquire against the Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of 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 disposition5.4.

Code and Other Remedies. Subject to the provisions If an Event of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the Shared Collateral Secured Parties, and the UK Security Agent, on behalf of the UK Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the provisions of Administrative Agent and the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral UK Security 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 Newco Subordinated Guarantor 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 Pledged CollateralCollateral or the Canadian Investment Property, as applicable, 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 Pledged Collateral or the Canadian Investment Property 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 any Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, any Shared Collateral 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 Pledged Collateral or the Canadian Investment Property so sold, free of any right or equity of redemption in any Newco Subordinated GuarantorGrantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent or the UK Security Agent shall not be obligated to make any sale of Collateral or the Canadian Investment Property regardless of notice of sale having been given. The Administrative Agent or the UK Security Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral and the UK Security Agent may sell the Canadian Investment Property without giving any warranties as to the Collateral or the Canadian Investment Property. The Administrative Agent and the UK Security Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral or the Canadian Investment Property. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent and the UK Security Agent to dispose of the Collateral or the Canadian Investment Property or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or the Canadian Investment Property or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Administrative Agent and the UK Security Agent arising by reason of the fact that the price at which any Collateral or the Canadian Investment Property may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent or the UK Security Agent accepts the first offer received and does not offer such Collateral or the Canadian Investment Property to more than one offeree. Each Grantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Administrative Agent’s or the UK Security Agent’s request, to assemble the Pledged Collateral or the Canadian Investment Property, as applicable, and make it available to the Shared Collateral Administrative Agent or the UK Security Agent at places which the Shared Collateral Administrative Agent or the UK Security Agent shall reasonably select, whether at such Newco Subordinated GuarantorGrantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral The Administrative Agent shall apply have the net proceeds of right to enter onto the property where any action taken by it pursuant Collateral is located, subject to this Section 7.4, 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 Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Shared 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 Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantor. To the extent permitted by applicable law, each Newco Subordinated Guarantor waives all claims, damages and demands it may acquire against the Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale take possession thereof with or other disposition of 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 dispositionwithout judicial process.