Common use of General Remedies Clause in Contracts

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occur, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of Debtor. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 the Debtor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, 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 may disclaim any warranties of title, possession and quiet enjoyment. 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 the Debtor, which right or equity is hereby waived and released. The Debtor 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 the Debtor’s premises or elsewhere. To the extent permitted by applicable law, the Debtor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the 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 ten (10) days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If While an Event of Default shall occurexists, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorLaw. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law applicable Law referred to below) to or upon the Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived by each Grantor), may in such circumstances, subject to the Security Limit, circumstances forthwith collect, receive, appropriate and realize upon the 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 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 board or office of the Secured any Credit 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 may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Debtorof any Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtor’s premises or elsewherereleased by each Grantor. To the extent permitted by applicable lawLaw, the Debtor each Grantor waives all claims, damages and demands it may acquire against the Secured any Credit Party arising out of the exercise by it Secured Party of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawapplicable Law, such notice shall be deemed reasonable and proper if given at least ten (10) 10 days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If While an Event of Default shall occurexists, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorApplicable Law. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 the Debtor Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived by Grantor), may in such circumstances, subject to the Security Limit, circumstances forthwith collect, receive, appropriate and realize upon the 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 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 board or office of the Secured Party Party, the Issuing Bank 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 may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Debtorof Grantor, which right or equity is hereby waived and releasedreleased by Grantor. The Debtor Grantor further agrees, at the Secured Party’s request, to assemble the Collateral and make it available to the Secured Party at places which that the Secured Party shall reasonably select, whether at the DebtorGrantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor Grantor waives all claims, damages and demands it may acquire against the Secured Party Party, the Issuing Bank or any Lender arising out of the exercise by it the Secured Party of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Partyhereunder. 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 ten (10) 10 days before such sale or other disposition.

General Remedies. Failure Upon the occurrence and during the continuance of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under , with the Note, shall constitute an event consent of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occurthe Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, on behalf of the Secured Party may exerciseParties, in addition to all enforce against the Grantors their obligations and liabilities hereunder and exercise such other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating as may be available to the ObligationsAdministrative Agent hereunder, all rights and remedies of a secured party under the UCC Credit Agreement, the other Loan Documents, the Secured Cash Management Agreements, the Secured Hedge Agreements or any other applicable law, subject to the prior rights of any other secured creditors of Debtorotherwise. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 Applicable Law referred to below) to or upon the Debtor any Grantor or any other person 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, subject to the Security Limit, 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 Secured Party Administrative Agent may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession possession, quiet enjoyment and quiet enjoymentthe like. 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 lawApplicable 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtorsuch Grantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor 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 it them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the bad faith, gross negligence or willful misconduct of the Administrative Agent or any other Secured Party, in each case against whom such claim is asserted. 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 ten (10) days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, herein or any “Event of Default” under the Noteother Transaction Document, with respect to which any applicable notice has been given and any applicable cure period has passed, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occur, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of Debtor. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 the Debtor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, 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 may disclaim any warranties of title, possession and quiet enjoyment. 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 the Debtor, which right or equity is hereby waived and released. The Debtor 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 the Debtor’s premises or elsewhere. To the extent permitted by applicable law, the Debtor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the 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 ten (10) days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If While an Event of Default shall occurexists, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorApplicable Law. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Applicable Law referred to below) to or upon the Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived by each Grantor), may in such circumstances, subject to the Security Limit, circumstances forthwith collect, receive, appropriate and realize upon the 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 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 board or office of the any Secured Party Beneficiary 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 may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Debtorof any Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtor’s premises or elsewherereleased by each Grantor. To the extent permitted by applicable lawApplicable Law, the Debtor each Grantor waives all claims, damages and demands it may acquire against the any Secured Party Beneficiary arising out of the exercise by it the Secured Party of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawApplicable Law, such notice shall be deemed reasonable and proper if given at least ten (10) 10 days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If While an Event of Default shall occurexists, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorApplicable Law. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 the Debtor Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived by Grantor), may in such circumstances, subject to the Security Limit, circumstances forthwith collect, receive, appropriate and realize upon the 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 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 board or office of the Secured Party 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 may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Debtorof Grantor, which right or equity is hereby waived and releasedreleased by Grantor. The Debtor Grantor further agrees, at the Secured Party’s request, to assemble the Collateral and make it available to the Secured Party at places which that the Secured Party shall reasonably select, whether at the DebtorGrantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor Grantor waives all claims, damages and demands it may acquire against the Secured Party or any Lender arising out of the exercise by it the Secured Party of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Partyhereunder. 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 ten (10) 10 days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occuroccur and be continuing, the Secured Party Purchaser may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights Requirements of any other secured creditors of DebtorLaw. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, the Secured PartyPurchaser, 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 Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may may, subject to the approval of the Required Holders, 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 Purchaser or any other Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Purchaser may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession possession, quiet enjoyment and quiet enjoymentthe like. The Secured Party Purchaser 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor Each Grantor further agreesagrees that, during the existence and continuance of an Event of Default, and at the Secured PartyPurchaser’s request, to assemble the Collateral and make it available to the Secured Party Purchaser at places which the Secured Party Purchaser shall reasonably select, whether at the Debtorsuch Grantor’s premises or elsewhere. To the extent permitted by applicable lawany Requirements of Law, the Debtor such Grantor waives all claims, damages and demands it may acquire against the Secured Party Purchaser or any other Holder arising out of the exercise by it them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured PartyPurchaser or any Holder, in each case against whom such claim is asserted. 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 ten (10) days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occuroccur and be continuing, the Secured Party Purchaser may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights Requirements of any other secured creditors of DebtorLaw. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, the Secured PartyPurchaser, 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 Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may may, subject to the approval of the Required Holders, 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 Purchaser or any other Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Purchaser may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession possession, quiet enjoyment and quiet enjoymentthe like. The Secured Party Purchaser 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor Each Grantor further agreesagrees that, during the existence and continuance of an Event of Default, and at the Secured PartyPurchaser’s request, to assemble the Collateral and make it available to the Secured Party Purchaser at places which the Secured Party Purchaser shall reasonably select, whether at the Debtorsuch Grantor’s premises or elsewhere. To the extent permitted by applicable lawany Requirements of Law, the Debtor such Grantor waives all claims, damages and demands it may acquire against the Secured Party Purchaser or any other Holder arising out of the exercise by it them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured PartyPurchaser or any Holder, in each case against whom such claim is asserted. 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 ten (10) days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If While an Event of Default shall occurexists, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorApplicable Law. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Applicable Law referred to below) to or upon the Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived by each Grantor), may in such circumstances, subject to the Security Limit, circumstances forthwith collect, receive, appropriate and realize upon the 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 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 board or office of the Secured Party 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 may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Debtorof any Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtor’s premises or elsewherereleased by each Grantor. To the extent permitted by applicable lawApplicable Law, the Debtor each Grantor waives all claims, damages and demands it may acquire against the Secured Party or any Lender arising out of the exercise by it the Secured Party of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by lawApplicable Law, such notice shall be deemed reasonable and proper if given at least ten (10) 10 days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occuroccur and be continuing, the Secured Party Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party Collateral Agent under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorApplicable Law. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 the Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, 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 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 may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtorsuch Grantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor each Grantor waives all claims, damages and demands it may acquire against the Secured Party Collateral Agent arising out of the exercise by it the Collateral Agent of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured PartyCollateral 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 ten (10) days before such sale or other disposition.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occuroccur and be continuing, the Secured Party Lender may exercise, in addition to all other rights and remedies granted to it the Lender in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorApplicable Law. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 the Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, 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 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 Lender may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtorsuch Grantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor each Grantor waives all claims, damages and demands it may acquire against the Secured Party Lender arising out of the exercise by it them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured PartyLender, in each case against whom such claim is asserted. 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 ten (10) days before such sale or other disposition.

General Remedies. Failure Upon the occurrence of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occurand during the continuation thereof, the Secured Party may exerciseshall have, in addition to all other the rights and remedies granted to it in this Agreement and provided herein, in any other instrument or agreement securing, evidencing or documents relating to the Secured Obligations, all or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC or any other of the jurisdiction applicable law, subject to the prior rights of any other secured creditors of Debtor. Without limiting the generality of the foregoingaffected Collateral and, and subject to the prior rights of any other secured creditors of Debtorfurther, the Secured PartyParty may, with or without judicial process or the aid and assistance of others, (i) enter on any premises on which any of the Collateral may be located and, without demand resistance or interference by either Parent or the Subsidiaries, take possession 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 Debtor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, forthwith collect, receive, appropriate and realize upon the Collateral, (ii) dispose of any such Collateral on any such premises, (iii) require Parent and/or the Subsidiaries to assemble and make available to the Secured Party at the expense of Parent or the Subsidiaries any part Collateral at any place and time designated by the Secured Party which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or may forthwith sell(v) without demand and without advertisement, leasenotice, assignhearing or process of law, give option all of which Parent and the Subsidiaries each hereby waives to the fullest extent permitted by law, at any place and time or options to purchasetimes, or otherwise dispose of sell and deliver the any or all Collateral held by or any part thereof (for it at public or contract to do any of the foregoing)private sale, by one or more contracts, in one or more parcels at public parcels, for cash, upon credit or private sale or salesotherwise, at such prices and upon such terms as the Secured Party deems advisable, in its sole discretion (subject to any exchangeand all mandatory legal requirements). Neither the Secured Party's compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Secured Party with respect to the Secured Obligations, broker’s board Parent and the Subsidiaries shall each pay the Secured Party all reasonable documented costs and expenses incurred by the Secured Party, including, but not limited to, reasonable attorneys' fees and expenses and court costs, in obtaining or office liquidating the Collateral, in enforcing payment of the Secured Party Obligations, or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash in the prosecution or on credit or for future delivery without assumption defense of any credit riskaction or proceeding by or against the Secured Party, Parent or the Subsidiaries concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations. The Secured Party may disclaim To the extent the rights of notice cannot be legally waived hereunder, Parent and the Subsidiaries each agree that any warranties requirement of titlereasonable notice shall be met if such notice is personally served on or mailed, possession postage prepaid, to Parent and quiet enjoymentthe Subsidiaries in accordance with the notice provisions of Section 11.5 hereof at least ten business days before the time of sale or other event giving rise to the requirement of such notice. The Secured Party shall have the right upon not be obligated to make any such public sale or sales, and, to other disposition of the Collateral regardless of notice having been given. 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 the Debtor, which right or equity is hereby waived and released. The Debtor further agrees, at the Secured Party’s request, to assemble the Collateral and make it available to the Secured Party may be a purchaser at places which the Secured Party shall reasonably select, whether at the Debtor’s premises or elsewhereany such sale. To the extent permitted by applicable law, Parent and the Debtor waives Subsidiaries each hereby waive all claimsof their respective rights of redemption with respect to any such sale. Subject to the provisions of applicable law, damages and demands it may acquire against the Secured Party arising out may postpone or cause the postponement of the exercise sale of all or any portion of the Collateral by it announcement at the time and place of any rights hereunder except such sale, and such sale may, without further notice, to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required permitted by law, such notice shall be deemed reasonable made at the time and proper if given at least ten (10) days before place to which the sale was postponed, or the Secured Party may further postpone such sale or other dispositionby announcement made at such time and place.

General Remedies. Failure of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occuroccur and be continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC or any other applicable law, subject to the prior rights of any other secured creditors of DebtorApplicable Law. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 the Debtor any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, subject to the Security Limit, 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 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 may disclaim any warranties of title, possession and quiet enjoyment. 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor Each Grantor further agrees, at the Secured Party’s '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 the Debtor’s such Grantor's premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor each Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the 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 ten (10) days before such sale or other disposition.

General Remedies. Failure Upon the occurrence and during the continuance of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under , with the Note, shall constitute an event consent of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occurthe Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, on behalf of the Secured Party may exerciseParties, in addition to all enforce against the Grantors their obligations and liabilities hereunder and exercise such other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating as may be available to the ObligationsAdministrative Agent hereunder, all rights and remedies of a secured party under the UCC Credit Agreement, the other Loan Documents, the Secured Cash Management Agreements, the Secured Hedge Agreements or any other applicable law, subject to the prior rights of any other secured creditors of Debtorotherwise. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 Applicable Law referred to below) to or upon the Debtor any Grantor or any other person 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, subject to the Security Limit, 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 Secured Party Administrative Agent may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession possession, quiet enjoyment and quiet enjoymentthe like. 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 lawApplicable 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtorsuch Grantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor 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 it them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party, in each case against whom such claim is asserted. 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 ten (10) days before such sale or other disposition.

General Remedies. Failure Upon the occurrence and during the continuance of the Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under , with the Note, shall constitute an event consent of default of Debtor hereunder (“Event of Default”). If an Event of Default shall occurthe Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, on behalf of the Secured Party may exerciseParties, in addition to all enforce against the Grantors their obligations and liabilities hereunder and exercise such other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating as may be available to the ObligationsAdministrative Agent hereunder, all rights and remedies of a secured party under the UCC Credit Agreement, the other Loan Documents, the Secured Cash Management Agreements, the Secured Hedge Agreements or any other applicable law, subject to the prior rights of any other secured creditors of Debtorotherwise. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, 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 Applicable Law referred to below) to or upon the Debtor any Grantor or any other person 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, subject to the Security Limit, 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 Secured Party Administrative Agent may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession possession, quiet enjoyment and quiet enjoymentthe like. 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 lawApplicable 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 the Debtorany Grantor, which right or equity is hereby waived and released. The Debtor 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 the Debtorsuch Grantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, the Debtor 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 it them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured PartyParty (as determined in a final non-appealable judgment of a court of competent jurisdiction), in each case against whom such claim is asserted. 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 ten (10) days before such sale or other disposition.