Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to 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 Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor or any other person (all and each of which demands, presentment, protest, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgor, which right or equity is hereby waived or released. The Pledgor 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 Pledgor's premises or elsewhere. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may elect, and only after such application and payment in full of the Obligations and after the payment by the Secured Party of any other amount required by any provision of law need the Secured Party account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages, and demands against the Secured Party arising out of the repossession, retention or sale of the Collateral. If any notice of a proposed sale or disposition of Collateral shall be required by law, such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or disposition.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement and in any of the other Loan Documents, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Secured Party may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event the Secured PartyParty (i) may give notice of sole control or any other instruction permitted under each account control agreement entered into pursuant to Section 4(b) and take any action permitted by the terms thereof with respect to the Collateral, and (ii) without demand demand, notice of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in such circumstances forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on the Secured Party’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a public or private sale or salessales (provided, notice thereof shall be provided to Grantor, pursuant to Section 9 hereof, if required thereunder), 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which right or equity is of redemption Grantor hereby waived or releasedreleases. The Pledgor further agrees, at the Secured Party's request, Such sales may be adjourned and continued from time to assemble the Collateral time (and make it available notice thereof shall be provided to the Secured Party at places which the Secured Party shall reasonably select, whether at the Pledgor's premises or elsewhereGrantor). The Secured Party shall apply have the net proceeds of any right to conduct such collection, recovery, receipt, appropriation, realization sales on Grantor’s premises or sale, after deducting all reasonable costs elsewhere and expenses of every kind incurred therein shall have the right to use Grantor’s premises without charge for such time or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order times as the Secured Party deems necessary or advisable. Grantor acknowledges that any private sale may elect, result in prices and only after such application and payment in full of the Obligations and after the payment by the Secured Party of any other amount required by any provision of law need the Secured Party account for the surplus, if any, terms less favorable to the Pledgor. To the extent permitted by applicable lawseller than if such sale were a public sale and, the Pledgor waives all claimsnotwithstanding such circumstances, damages, and demands against the Secured Party arising out of the repossession, retention or agrees that any such private sale of the Collateral. If any notice of a proposed sale or disposition of Collateral shall be required by law, such notice shall not be deemed reasonably and properly given if given (effective upon dispatch) to have been made in any a commercially unreasonable manner provided in this Agreement at least ten days before solely by virtue of such sale or dispositionbeing private.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Amended and in Restated Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or equity is hereby waived elsewhere and shall have the right to use any Grantor's premises without charge for such time or releasedtimes as Agent deems necessary or advisable. The Pledgor Each Grantor further agrees, if any Event of Default shall have occurred and be continuing, at the Secured PartyAgent's request, to assemble the Collateral and make it available to the Secured Party Agent at a place or places designated by Agent which the Secured Party shall are reasonably selectconvenient to Agent and such Grantor, whether at the Pledgorsuch Grantor's premises or elsewhere. The Secured Party Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electCredit Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law law, need the Secured Party Agent account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Agent or any Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. If Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by law, Agent or any Lender to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Agreement, the Indenture and in under any other instrument or agreement securing, evidencing or relating to any of the Second Priority Lien Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may, subject to the terms of the Intercreditor Agreement, exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor any Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in such circumstances forthwith (personally or through its agents) enter upon the premises where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Collateral Agent’s claim or action and may take possession of, collect, receive, appropriate assemble, process, appropriate, remove and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Collateral Agent shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Trustee and Noteholders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Collateral Agent shall have the right to conduct such sales on each Grantor’s premises or equity is hereby waived elsewhere and shall have the right to use each Grantor’s premises without charge for such time or releasedtimes as Collateral Agent deems necessary or advisable. The Pledgor If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at Collateral Agent’s request, subject to the Secured Party's requestterms of the Intercreditor Agreement, to assemble the Collateral and make it available to the Secured Party Collateral Agent at a place or places designated by Collateral Agent which the Secured Party shall are reasonably selectconvenient to Collateral Agent and such Grantor, whether at the Pledgor's such Grantor’s premises or elsewhere. The Secured Party Without limiting the foregoing, Collateral Agent shall, subject to the terms of the Intercreditor Agreement, also have the right to require that each Grantor store and keep any Collateral pending further action by Collateral Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall apply be necessary to protect the net proceeds of any such collection, recovery, receipt, appropriation, realization or same and to preserve and maintain Collateral in good condition. Until Collateral Agent is able to effect a sale, after deducting all reasonable costs and expenses lease, license or other disposition of every kind incurred therein Collateral, Collateral Agent shall have the right to hold or incidental use Collateral, or any part thereof, to the care or safekeeping extent that it deems appropriate for the purpose of any of the preserving Collateral or in its value or for any way relating other purpose deemed appropriate by Collateral Agent. Collateral Agent shall not have any obligation to the Collateral any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the Secured Party hereunderpossession of Collateral Agent. Collateral Agent may, including, without limitation, attorneys' fees and disbursements, subject to the payment in whole or in part terms of the ObligationsIntercreditor Agreement, in such order as seek the Secured Party may elect, appointment of a receiver or keeper to take possession of Collateral and only after such application and payment in full to enforce any of the Obligations and after the payment by the Secured Party of any other amount required by any provision of law need the Secured Party account Collateral Agent’s remedies (for the surplusbenefit of Trustee and Noteholders), if any, with respect to the Pledgorsuch appointment without prior notice or hearing as to such appointment. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Collateral Agent, Trustee and Noteholders arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent, Trustee or Noteholders as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Notwithstanding any such notice of sale, Collateral Agent shall not be obligated to make any sale of Collateral. If In connection with any notice sale, lease, license or other disposition of a proposed Collateral, Collateral Agent may disclaim any warranties that might arise in connection therewith and Collateral Agent shall have no obligation to provide any warranties at such time. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Second Priority Lien Obligations, including any attorneys’ fees or other expenses incurred by law, Collateral Agent to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Security Agreement, the Credit Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may, subject to the terms of the Intercreditor Agreement, exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, and subject to the Secured Partyterms of the Intercreditor Agreement, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or equity is hereby waived elsewhere and shall have the right to use any Grantor's premises without charge for such time or releasedtimes as Agent deems necessary or advisable. The Pledgor If any Event of Default shall have occurred and be continued, each Grantor further agrees, at the Secured PartyAgent's request, to assemble the Collateral and make it available to the Secured Party Agent at a place or places designated by Agent which the Secured Party shall are reasonably selectconvenient to Agent and such Grantor, whether at the Pledgorsuch Grantor's premises or elsewhere. The Secured Party Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Subject to the terms of the Intercreditor Agreement, Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electCredit Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law law, need the Secured Party Agent account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Agent or any Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. If Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by law, Agent or any Lender to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement US Security Agreement, the Credit Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach US Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such US Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith US Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such US Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent, Canadian Agent or any Lender shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, Canadian Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each US Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any US Grantor's premises or equity is hereby waived elsewhere and shall have the right to use any US Grantor's premises without charge for such time or releasedtimes as Agent deems necessary or advisable. The Pledgor If any Event of Default shall have occurred and be continuing, each US Grantor further agrees, at the Secured PartyAgent's request, to assemble the Collateral and make it available to the Secured Party Agent at a place or places designated by Agent which the Secured Party shall are reasonably selectconvenient to Agent and such US Grantor, whether at the Pledgorsuch US Grantor's premises or elsewhere. The Secured Party Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any US Grantor to maintain or preserve the rights of such US Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent, Canadian Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Secured Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electCredit Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law law, need the Secured Party Agent account for the surplus, if any, to the Pledgorany US Grantor. To the maximum extent permitted by applicable law, the Pledgor each US Grantor waives all claims, damages, and demands against the Secured Party Agent, Canadian Agent or any Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of Agent, Canadian Agent or such Lender as finally determined by a court of competent jurisdiction. If Each US Grantor agrees that ten (10) days prior notice by Agent of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. US Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Secured Obligations, including any attorneys' fees and other expenses incurred by lawAgent, Canadian Agent or any Lender to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Security Agreement, the Guaranty, the Loan Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if a Default, which is not reasonably capable of being cured, or any Event of Default shall have occurred and is continuing, Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, to the Secured Partyextent permitted by law, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby waives and releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or equity elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and is hereby waived or released. The Pledgor continuing, each Grantor further agrees, at the Secured Party's Agent’s request, to assemble the Collateral and make it available to the Secured Party Agent at a place or places designated by Agent which the Secured Party shall are reasonably selectconvenient to Agent and such Grantor, whether at the Pledgor's such Grantor’s premises or elsewhere. The Secured Party Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electLoan Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law law, need the Secured Party Agent account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Agent arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of Agent as finally determined by a court of competent jurisdiction. If Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Agent to collect such deficiency. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 6(c) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6(c). Without limitation upon the foregoing, nothing contained in this Section 6(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 6(c). Agent shall not be required to make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefore or any direct or indirect guarantee thereof. Agent shall not be required to marshal the Collateral or any guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not to assert against the Agent, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately under the power of sale conferred by lawthis Security Agreement, or otherwise. If Agent shall determine to exercise its right to sell all or any of the Pledged Interests of any Grantor pursuant to this Section 6, each Grantor agrees that, upon request of Agent, such notice shall Grantor will, at its own expense, (i) provide Agent with such information and projections as may be deemed reasonably necessary or, in the opinion of Agent, advisable to enable Agent to effect the sale of such Pledged Interests, and properly given if given (effective upon dispatchii) in any manner provided in this Agreement at least ten days before do or cause to be done all such other acts and things as may be necessary to make such sale of such Pledged Interests or dispositionany part thereof valid and binding and in compliance with applicable law. Agent is authorized, in connection with any sale of the Pledged Interests pursuant to this Section 6, to deliver or otherwise disclose to any prospective purchaser of the Pledged Interests any information and projections provided to it pursuant to Section 6(e) and any other information in its possession relating to such Pledged Interests. [OMITTED].

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Agreement, the Credit Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor any Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in such circumstances forthwith (personally or through its agents) enter upon the premises where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and opportunity for a hearing on Agent’s claim or action and may take possession of, collect, receive, appropriate assemble, process, appropriate, remove and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on each Grantor’s premises or equity is hereby waived elsewhere and shall have the right to use each Grantor’s premises without charge for such time or releasedtimes as Agent deems necessary or advisable. The Pledgor If any Event of Default shall have occurred and be continuing, each Grantor further agrees, at the Secured Party's Agent’s request, to assemble the Collateral and make it available to the Secured Party Agent at a place or places designated by Agent which the Secured Party shall are reasonably selectconvenient to Agent and such Grantor, whether at the Pledgor's such Grantor’s premises or elsewhere. The Secured Party Without limiting the foregoing, Agent shall also have the right to require that each Grantor store and keep any Collateral pending further action by Agent, and while Collateral is so stored or kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain Collateral in good condition. Until Agent is able to effect a sale, lease, license or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electCredit Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law law, need the Secured Party Agent account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Notwithstanding any such notice of sale, Agent shall not be obligated to make any sale of Collateral. If In connection with any notice sale, lease, license or other disposition of a proposed Collateral, Agent may disclaim any warranties that might arise in connection therewith and Agent shall have no obligation to provide any warranties at such time. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Obligations, including any attorneys’ fees or other expenses incurred by law, Agent or any Lender to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Security Agreement, the Line of Credit Note, the Term Note, the Credit Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Bank may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Secured PartyBank, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Bank's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Bank shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Bank, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which right equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or equity is hereby waived or releasedwithout notice. The Pledgor Bank shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as the Bank deems necessary or advisable. If any Event of Default shall have occurred and be continued, each Grantor further agrees, at the Secured PartyBank's request, to assemble the Collateral and make it available to the Secured Party Bank at a place or places designated by the Bank which are reasonably convenient to the Secured Party shall reasonably selectBank and such Grantor, whether at the Pledgorsuch Grantor's premises or elsewhere. Until the Bank is able to effect a sale, lease, or other disposition of Collateral, the Bank shall have the right to hold or use Collateral, or Security Agreement any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Bank. The Secured Party Bank shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Bank. The Bank may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Bank's remedies, with respect to such appointment without prior notice or hearing as to such appointment. The Bank shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Secured Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electCredit Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Bank of any other amount required by any provision of law law, need the Secured Party Bank account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Bank arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of the Bank as finally determined by a court of competent jurisdiction. If Each Grantor agrees that ten (10) days prior notice by the Bank of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Secured Obligations, including any attorneys' fees and other expenses incurred by law, the Bank to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Security Agreement, the Credit Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Administrative Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach Grantor expressly agrees that in any such event Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Administrative Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent or any Lender shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Administrative Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Administrative Agent shall have the right to conduct such sales on any Grantor's premises or equity is hereby waived elsewhere and shall have the right to use any Grantor's premises without charge for such time or releasedtimes as Administrative Agent deems necessary or advisable. The Pledgor If an Event of Default shall have occurred and be continuing, 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 Administrative Agent shall select and that are mutually agreeable to the Secured Party shall reasonably selectapplicable Grantor and Administrative Agent, whether at the Pledgorsuch Grantor's premises or elsewhere. The Secured Party Until Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Administrative Agent. Administrative Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Administrative Agent. Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Administrative Agent's remedies (for the benefit of Administrative Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electCredit Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law law, need the Secured Party Administrative Agent account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Administrative Agent or any Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of Administrative Agent or such Lender as finally determined by a court of competent jurisdiction. If Each Grantor agrees that ten (10) days prior notice by Administrative Agent of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by law, Administrative Agent or any Lender to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in addition to all other rights and remedies granted to 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 Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor Debtor or any other person (all and each of which demands, presentment, protest, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, Collateral or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, purchase or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption in the PledgorDebtor, which right or equity is hereby waived or released. The Pledgor 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 PledgorDebtor's premises or elsewhere. The Secured Party shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may elect, and only after such application and payment in full of the Obligations and after the payment by the Secured Party of any other amount required by any provision of law law, including, without limitation Section 9-504(l)(c) of the Code, need the Secured Party account for the surplus, if any, any to the PledgorDebtor. To the extent permitted by applicable law, the Pledgor Debtor waives all claims, damages, and demands against the Secured Party arising out of the repossession, retention or sale of the Collateral. If any notice of a proposed sale or disposition of Collateral shall be required by law, such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or disposition.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Security Agreement, the Note Purchase Agreement (Term 2), the other Note Purchase Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Term 2 Noteholder shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Term 2 Noteholder, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or equity is hereby waived elsewhere and shall have the right to use any Grantor's premises without charge for such time or releasedtimes as Agent deems necessary or advisable. The Pledgor If any Event of Default shall have occurred and be continued, each Grantor further agrees, at the Secured PartyAgent's request, to assemble the Collateral and make it available to the Secured Party Agent at a place or places designated by Agent which the Secured Party shall are reasonably selectconvenient to Agent and such Grantor, whether at the Pledgorsuch Grantor's premises or elsewhere. The Secured Party Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Term 2 Noteholder), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electNote Purchase Agreement (Term 2), and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Agent of any other amount required by any provision of law law, need the Secured Party Agent account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Agent or any Term 2 Noteholder arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Term 2 Noteholder as finally determined by a court of competent jurisdiction. If Each Grantor agrees that ten (10) days prior notice by Agent of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by law, Agent or any Term 2 Noteholder to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in a. In addition to all other rights and remedies granted to it in under this Agreement Security Agreement, the Credit Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Administrative Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach Grantor expressly agrees that in any such event Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other applicable law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Administrative Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Administrative Agent, Revolver Agent or any Lender shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Administrative Agent, Revolver Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Administrative Agent shall have the right to conduct such sales on any Grantor's premises or equity is hereby waived elsewhere and shall have the right to use any Grantor's premises without charge for such time or releasedtimes as Administrative Agent deems necessary or advisable. The Pledgor 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 Pledgorsuch Grantor's premises or elsewhere. The Secured Party Until Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Administrative Agent. Administrative Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Administrative Agent. Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Administrative Agent's remedies (for the benefit of Administrative Agent, Revolver Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental sale to the care or safekeeping of any of Obligations as provided in the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may electCredit Agreement, and only after so paying over such application and payment in full of the Obligations net proceeds, and after the payment by the Secured Party Administrative Agent of any other amount required by any provision of law law, need the Secured Party Administrative Agent account for the surplus, if any, to the Pledgorany Grantor. To the maximum extent permitted by applicable law, the Pledgor each Grantor waives all claims, damages, and demands against the Secured Party Administrative Agent, Revolver Agent or any Lender arising out of the repossession, retention or sale of the CollateralCollateral except such as arise solely out of the gross negligence or willful misconduct of Administrative Agent, Revolver Agent or such Lender as finally determined by a court of competent jurisdiction. If Each Grantor agrees that ten (10) days prior notice by Administrative Agent of the time and place of any notice public sale or of the time after which a proposed private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral shall be required are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by lawAdministrative Agent, Revolver Agent or any Lender to collect such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositiondeficiency.

Rights Upon Default. (a) If an Event of Default shall occur and be continuing, the Secured Party may exercise, in In addition to all other rights and remedies granted to it in under this Agreement Security Agreement, the Credit Agreement, the other Loan Documents and in under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise all rights and remedies of a secured party under the Uniform Commercial Code (the "Code") as in effect from time to time in the applicable jurisdiction. Without limiting the generality of the foregoing, the Secured Partyeach Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Pledgor such Grantor or any other person Person (all and each of which demands, presentment, protest, advertisements and notices are hereby waivedexpressly waived to the maximum extent permitted by the Code and other Applicable Law), may in forthwith enter upon the premises of such circumstances forthwith Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on Agent's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at a 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 exchange at such prices as it may deem bestacceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Secured Party Agent or any Lender shall have the right upon any such public sale or sales, sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption in the Pledgorredemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right or equity is hereby waived or released. The Pledgor 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 Pledgorconduct such sales on any Grantor's premises or elsewhere. The Secured Party elsewhere and shall apply have the net proceeds of right to use any Grantor's premises without charge for such collection, recovery, receipt, appropriation, realization time or sale, after deducting all reasonable costs and expenses of every kind incurred therein times as Agent deems necessary or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Secured Party hereunder, including, without limitation, attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Secured Party may elect, and only after such application and payment in full of the Obligations and after the payment by the Secured Party of any other amount required by any provision of law need the Secured Party account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages, and demands against the Secured Party arising out of the repossession, retention or sale of the Collateral. If any notice of a proposed sale or disposition of Collateral shall be required by law, such notice shall be deemed reasonably and properly given if given (effective upon dispatch) in any manner provided in this Agreement at least ten days before such sale or dispositionadvisable.