Common use of UCC Remedies Clause in Contracts

UCC Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon a Grantor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, waived or released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If an Event of Default shall have occurred and be continuingIn addition to any other remedies granted in this Lease to Landlord (including specifically, but not limited to, the Collateral Agent, on behalf of right to proceed against the Secured Parties, may exercise, Leased Premises in addition to all other accordance with the rights and remedies granted in respect to them in this Agreement those portions of the Leased Premises which are real property pursuant to Section 9-604(a) of the Maryland Uniform Commercial Code), Landlord may proceed under the Maryland Uniform Commercial Code as to all or any part of the personal property (tangible or intangible) and in any other instrument or agreement securing, evidencing or relating fixtures included with the Leased Premises (such portion of the Leased Premises being referred to herein as the “Personalty”) and shall have and may exercise with respect to the ObligationsPersonalty all the rights, all rights remedies, and remedies powers of a secured party under the UCC. Without limiting the generality of the foregoingMaryland Uniform Commercial Code, including, without limitation, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred right and power to below) to or upon a Grantor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option at one or options to purchasemore public or private sales, or otherwise dispose of of, lease, or utilize the Personalty and deliver the Collateral or any part or parts thereof (in any manner authorized or contract permitted under the Maryland Uniform Commercial Code after default by a debtor, and to do any of apply the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office proceeds thereof toward payment of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, waived or released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses and attorney’s fees and legal expenses thereby incurred therein by Landlord, and toward payment of the indebtedness hereby secured in such order or incidental manner as provided herein. Any requirement of the Maryland Uniform Commercial Code for reasonable notification shall be met by mailing written notice to Tenant at its address set forth in Exhibit E hereto at least ten (10) days prior to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, event for which such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofis required.

UCC Remedies. If an a Lease Event of Default shall have occurred occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, Lessor may exercise, in addition to all other rights and remedies granted to them it in this Agreement Lease and in any other instrument or agreement securing, evidencing or relating to the ObligationsOperative Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentLessor, 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 a Grantor Lessee or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the CollateralEquipment, 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 Equipment 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 any Secured Party Lessor 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. Any Secured Party Lessor 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 Equipment so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Lessee further agrees, at the Collateral Agent’s Lessor's request, to assemble the Collateral Equipment and make it available to the Collateral Agent Lessor at places which the Collateral Agent Lessor shall reasonably select, whether at such Grantor’s Lessee's premises or elsewhere. The Collateral Agent Lessor shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of such Collateral the Equipment or reasonably in any way relating to such Collateral the Equipment (including, without limitation, costs of transportation, possession, storage, refurbishing, advertising and brokers' fees) or the rights of the Collateral Agent and the Secured Parties hereunderLessor, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Lease Secured Obligations, in accordance with Section 7.3such order as Lessor may elect, and only after such application and after the payment by the Collateral Agent Lessor of any other amount required by any provision of law, including Sections including, without limitation, Section 9-610 and 9-615 615(a)(3) of the UCC, need the Collateral Agent Lessor account for the surplus, if any, to such GrantorLessee. If any notice of a proposed sale or other disposition of such Collateral the Equipment shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days Business Days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. This Security Instrument is a "security agreement" within the meaning of the UCC. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and delivering this Security Instrument has granted and hereby grants to Borrower, as security for the Secured Obligations, a security interest in the Property to the full extent that the Property may be subject to the UCC (said portion of the Property so subject to the UCC being referred to in this Security Instrument as the "Collateral"). If an Event of Default shall have occurred and be continuingoccurs, the Collateral Agent, on behalf of the Secured Parties, Beneficiary may exercise, in addition to all other rights and remedies granted to them it in this Agreement Security Instrument and in any other instrument or agreement securing, evidencing or relating to the ObligationsLoan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentBeneficiary, 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 a Grantor Borrower or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the CollateralCollateral , 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 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. Any Secured Party Beneficiary 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 (to the extent permitted by law) any right or equity of redemption in a GrantorBorrower, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Borrower further agrees, at the Collateral Agent’s Beneficiary's request, to assemble the Collateral and make it available to the Collateral Agent Beneficiary at places which the Collateral Agent Beneficiary shall reasonably select, whether at such Grantor’s Borrower's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such the Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If a Notice of an Actionable Event of Default shall have occurred has been given and be continuingremains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured PartiesObligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Note Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon a the Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), when Notice of an Actionable Event has been given and remains outstanding, subject to the terms of the Collateral Agency Agreement, forthwith may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Secured Party the Controlling 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. Any The Controlling Collateral Agent or any other holder of the Secured Party Obligations (or, if the Note Collateral Agent is the Controlling Agent, the Note Obligations) 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 (to the extent permitted by law) any right or equity of redemption in a the Grantor, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each The Grantor further agrees, at the Controlling Collateral Agent’s 's request, to assemble the Collateral and make it available to the Controlling Collateral Agent at places which the Controlling Collateral Agent shall reasonably select, whether at such the Grantor’s 's premises or elsewhere. The Controlling Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, sale in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agency Agreement. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Controlling Collateral Agent arising out of the exercise by them of any other amount required by any provision of lawrights hereunder, including Sections 9-610 and 9-615 except to the extent arising out of the UCC, need gross negligence or willful misconduct of the Controlling Collateral Agent account for the surplus, if any, to such GrantorAgent. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The All waivers by the Grantor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent shall have absolute discretion herein, and all other provisions of this Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the time of application of effectiveness thereof or any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold rights and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofremedies.

UCC Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition The right to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Borrower expressly agrees that in any such event the Collateral AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any the notice required by law referred to belowspecified below of time and place of public or private sale) to or upon a Grantor Borrower or any other person (all and each of which demands, defenses, advertisements and and/or notices are hereby expressly 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 grant options to purchase, or sell or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at public or private sale or sales, at any exchange, exchange broker’s 's board or office at any of any Secured Party the Lenders' offices 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. Any Secured Party The Lender(s) 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 (to the extent permitted by law) any right or equity of redemption in a GrantorBorrower, which right or equity is herebyhereby expressly waived and released. Borrower recognizes that the Lenders may be unable to effect a public sale of certain of the Collateral by reason of the provisions contained in the Securities Act of 1933, as amended, and applicable state securities laws, and therefore may be compelled to resort to one or more private sales to a restricted group of purchasers. Borrower acknowledges that such private sales may result in prices and other terms less favorable to the extent permitted by lawseller than if such sales were public, waived or releasedand agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Each Grantor Borrower further agrees, at the Collateral Agent’s Lenders' request, to assemble the Collateral and Collateral, make it available to the Collateral Agent Lenders at places which that the Collateral Agent Lenders shall select that shall be reasonably selectconvenient to the Lenders and Borrower, whether at such Grantor’s Borrower's premises or elsewhere. The Collateral 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 to the care care, safekeeping or safekeeping otherwise of any or all of such the Collateral or reasonably in any way relating to such Collateral or the rights of the Collateral Agent and the Secured Parties Lenders hereunder, including reasonable attorneys’ ' fees and disbursementslegal expenses, shall be applied by the Lenders to the payment in whole or in part of the Obligations, in accordance with Section 7.3such order as the Lenders may elect, and only after such application and after the payment by the Collateral Agent Lenders of any other amount required by any provision of law, including Sections UCC Section 9-610 and 9-615 of the UCC504(l)(c), need the Collateral Agent Lenders account for the surplus, if any, to such GrantorBorrower. If any notice of a proposed sale or other disposition of such Collateral shall be required To the extent permitted by applicable law, such notice shall be in writing Borrower waives all claims, damages, and deemed reasonable and proper if given at least 10 days before such sale demands against the Lenders arising out of the repossession, retention or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral Collateral. Borrower agrees that the Lenders need not give more than 10 business days' notice (which notification shall be deemed given when delivered by hand or reputable overnight courier to Borrower at its address in the Collateral Agent (including pursuant to a power opening paragraph of sale granted by statute or under a judicial proceeding), the receipt this Agreement) of the Collateral Agent time and place of any public sale or of the officer making the time after which a private sale shall be a sufficient discharge to the purchaser or purchasers may take place and that such notice is reasonable notification of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.matters;

UCC Remedies. If a Notice of an Actionable Event of Default shall have occurred has been given and be continuingremains outstanding, the Controlling Collateral Agent, on behalf of the holders of the Secured PartiesObligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations), may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Guarantee Obligations, but subject to the terms of the Collateral Agency Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Controlling Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon a any Grantor or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), when a Notice of an Actionable Event has been given and remains outstanding, subject to the terms of the Collateral Agency Agreement, forthwith may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Secured Party the Controlling 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. Any The Controlling Collateral Agent or any holder of the Secured Party Obligations (or, if the Note Collateral Agent is the Controlling Collateral Agent, the Note Obligations) 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 (to the extent permitted by law) any right or equity of redemption in a any Grantor, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor further agrees, at the Controlling Collateral Agent’s 's request, to assemble the Collateral and make it available to the Controlling Collateral Agent at places which the Controlling Collateral Agent shall reasonably select, whether at such a Grantor’s 's premises or elsewhere. The Controlling Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, sale in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agency Agreement. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Controlling Collateral Agent arising out of the exercise by them of any other amount required by any provision of lawrights hereunder, including Sections 9-610 and 9-615 except to the extent arising out of the UCC, need gross negligence or willful misconduct of the Controlling Collateral Agent account for the surplus, if any, to such GrantorAgent. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The All waivers by any Grantor of rights (including rights to notice), and all rights and remedies afforded the Controlling Collateral Agent shall have absolute discretion herein, and all other provisions of this Agreement, are expressly made subject to any applicable mandatory provisions of law limiting, or imposing conditions (including conditions as to reasonableness) upon, such waivers or the time of application of effectiveness thereof or any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold rights and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofremedies.

UCC Remedies. This Security Instrument is a "security agreement" within the meaning of the UCC. The Mortgaged Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Mortgaged Property. Borrower by executing and delivering this Security Instrument has granted and hereby grants to Borrower, as security for the Secured Obligations, a security interest in the Mortgaged Property to the full extent that the Mortgaged Property may be subject to the UCC (said portion of the Mortgaged Property so subject to the UCC being referred to in this Security Instrument as the "Collateral"). If an Event of Default shall have occurred and be continuingoccurs, the Collateral Agent, on behalf of the Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement Security Instrument and in any other instrument or agreement securing, evidencing or relating to the ObligationsLoan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon a Grantor Borrower or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the CollateralCollateral , 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 any 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. Any 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 (to the extent permitted by law) any right or equity of redemption in a GrantorBorrower, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Borrower further agrees, at the Collateral Agent’s Lender's request, to assemble the Collateral and make it available to the Collateral Agent Lender at places which the Collateral Agent Lender shall reasonably select, whether at such Grantor’s Borrower's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such the Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If an Event of Default shall have occurred occur and be continuing, the Collateral Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow and the three business days' notice provided in Section 7 of the DIP Credit Agreement) to or upon a Grantor the Borrower or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon 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 Agent or any 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. Any Secured Party The Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantorthe Borrower, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor The Borrower further agrees, at the Collateral Agent’s 's request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s the Borrower's premises or elsewhere. The Collateral 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 to the care or safekeeping of any of such the Collateral or reasonably in any way relating to such the Collateral or the rights of the Collateral Agent and the Secured Parties Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3such order as the Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections including, without limitation, Section 9-610 and 9-615 504(1)(c) of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantorthe Borrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If Upon the occurrence of and during the continuance of an Event of Default shall have occurred and be continuingunder this Agreement or the other Financing Documents, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to them it under all Financing Documents and under the UCC in this Agreement effect in the applicable jurisdiction(s) and in under any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral Agentapplicable law; including, without demand limitation: the right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process; the right to (by its own means or with judicial assistance) enter any of performance or other demand, presentment, protest, advertisement or notice Credit Parties’ premises and take possession of any kind (except any notice required by law referred to below) to or upon a Grantor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchaserender it unusable, or otherwise to render it usable or saleable, or dispose of and deliver the Collateral or any part thereof on such premises in compliance with subsection (or contract iii) below and to do any take possession of Credit Parties’ original books and records, to obtain access to Credit Parties’ data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoingforegoing and the information contained therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and Credit Parties shall not resist or interfere with such action (if Credit Parties’ books and records are prepared or maintained by an accounting service, contractor or other third party agent, Credit Parties hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow Agent’s instructions with respect to further services to be rendered), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have ; the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, require Credit Parties at Credit Parties’ expense to purchase the whole assemble all or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, waived or released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places any place designated by Agent; [reserved]; and/or MidCap / ATEC / Credit, Security and Guaranty Agreement the right to enforce Credit Parties’ rights against Account Debtors and other obligors, including, without limitation, (i) the right to collect Accounts directly in Agent’s own name (as agent for Xxxxxxx) and to charge the collection costs and expenses, including documented out-of-pocket attorneys’ fees, to Credit Parties, and (ii) the right, in the name of Agent or any designee of Agent or Credit Parties, to verify the validity, amount or any other matter relating to any Accounts by mail, telephone, telegraph or otherwise, including, without limitation, verification of Credit Parties’ compliance with applicable Laws. Credit Parties shall cooperate fully with Agent in an effort to facilitate and promptly conclude such verification process. Such verification may include contacts between Agent and applicable federal, state and local regulatory authorities having jurisdiction over the Credit Parties’ affairs, all of which contacts Credit Parties hereby irrevocably authorize. Each Credit Party agrees that a notice received by it at least ten (10) days before the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds time of any such collection, recovery, receipt, appropriation, realization or intended public sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only time after such application and after the payment by the Collateral Agent of which any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed private sale or other disposition of such the Collateral is to be made, shall be required by law, such deemed to be reasonable notice shall be in writing and deemed reasonable and proper if given at least 10 days before of such sale or other disposition. The If permitted by applicable law, any perishable Collateral which threatens to speedily decline in value or which is sold on a recognized market may be sold immediately by Agent without prior notice to Credit Parties. At any sale or disposition of Collateral, Agent may (to the extent permitted by applicable law) purchase all or any part of the Collateral, free from any right of redemption by Credit Parties, which right is hereby waived and released. Each Credit Party covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral. Agent shall have absolute discretion as no obligation to clean-up or otherwise prepare the time Collateral for sale. Agent may comply with any applicable state or federal law requirements in connection with a disposition of application the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by Collateral. Agent may sell the Collateral without giving any warranties as to the Collateral. Agent (including pursuant may specifically disclaim any warranties of title or the like. This procedure will not be considered to a power adversely affect the commercial reasonableness of any sale granted by statute or under a judicial proceeding), of the receipt Collateral. If Agent sells any of the Collateral upon credit, Credit Parties will be credited only with payments actually made by the purchaser, received by Agent or and applied to the indebtedness of the officer making purchaser. In the event the purchaser fails to pay for the Collateral, Agent may resell the Collateral and Credit Parties shall be credited with the proceeds of the sale. Credit Parties shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations. Without restricting the generality of the foregoing and for the purposes aforesaid, upon the occurrence and during the continuance of an Event of Default, each Credit Party hereby appoints and constitutes Agent its lawful attorney-in-fact with full power of substitution in the Collateral, solely for the purpose of carrying out the terms of this Agreement to (i) use unadvanced funds remaining under this Agreement or which may be reserved, escrowed or set aside for any purposes hereunder at any time, or to advance funds in excess of the Revolving Loan Commitment, (ii) pay, settle or compromise all existing bills and claims, which may be Liens or security interests, or to avoid such bills and claims becoming Liens against the Collateral, (iii) execute all applications and certificates in the name of such Credit Party and to prosecute and defend all actions or proceedings in connection with the Collateral, and (iv) do any and every act which such Credit Party might do in its own behalf; it being understood and agreed that this power of attorney in subsection (c) shall be a sufficient discharge power coupled with an interest and cannot be revoked until payment in full of the Obligations (other than contingent indemnification obligations for which no claim has been made) at which time this power of attorney shall terminate. For the purposes of enabling Agent to exercise rights and remedies under the Financing Documents, upon the occurrence and during the continuance of an Event of Default, subject to the purchaser any right of any third parties and/or any agreement between any Credit Party and any third party to the extent not granted or purchasers entered into in contravention of the Collateral so sold terms of this Agreement, Agent and such purchaser each Lender is hereby granted a non-exclusive, royalty-free license or purchasers shall not be obligated other right to see use, without charge, Credit Parties’ labels, MidCap / ATEC / Credit, Security and Guaranty Agreement mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property as it pertains to the application Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of any part of the purchase money paid over its rights under this Article, Credit Parties’ rights under all licenses (whether as licensor or licensee) and all franchise agreements inure to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofAgent’s and each Lender’s benefit. [Reserved].

UCC Remedies. If an a Lease Event of Default shall have occurred occur and be ------------ continuing, the Collateral Agent, on behalf of the Secured Parties, Lessor may exercise, in addition to all other rights and remedies granted to them it in this Agreement Lease and in any other instrument or agreement securing, evidencing or relating to the ObligationsOperative Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentLessor, 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 a Grantor Lessee or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the CollateralEquipment, 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 Equipment 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 any Secured Party Lessor 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. Any Secured Party Lessor 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 Equipment so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Lessee further agrees, at the Collateral Agent’s Lessor's request, to assemble the Collateral Equipment and make it available to the Collateral Agent Lessor at places which the Collateral Agent Lessor shall reasonably select, whether at such Grantor’s Lessee's premises or elsewhere. The Collateral Agent Lessor shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of such Collateral the Equipment or reasonably in any way relating to such Collateral the Equipment or the rights of the Collateral Agent and the Secured Parties hereunderLessor, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Lease Secured Obligations, in accordance with Section 7.3such order as Lessor may elect, and only after such application and after the payment by the Collateral Agent Lessor of any other amount required by any provision of law, including Sections including, without limitation, Section 9-610 and 9-615 504(1)(c) of the UCC, need the Collateral Agent Lessor account for the surplus, if any, to such GrantorLessee. If any notice of a proposed sale or other disposition of such Collateral the Equipment shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least lease 10 days Business Days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition The right to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentBorrower expressly agrees that in any such event Lender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any the notice required by law referred to belowspecified below of time and place of public or private sale) to or upon a Grantor Borrower or any other person Person (all and each of which demands, defenses, advertisements and and/or notices are hereby expressly 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 grant options to purchase, or sell or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at public or private sale or sales, at any exchange, exchange broker’s 's board or office at any of any Secured Party Lender's offices 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. Any 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 (to the extent permitted by law) any right or equity of redemption in a GrantorBorrower, which right or equity is herebyhereby expressly waived and released. Borrower recognizes that Lender may be unable to effect a public sale of certain of the Mortgaged Property by reason of the provisions contained in the Securities Act of 1933, as amended, and applicable state securities laws, and therefore may be compelled to resort to one or more private sales to a restricted group of purchasers. Borrower acknowledges that such private sales may result in prices and other terms less favorable to the extent permitted by lawseller than if such sales were public, waived or releasedand agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Each Grantor Borrower further agrees, at the Collateral Agent’s Lender's request, to assemble the Collateral and Mortgaged Property, make it available to the Collateral Agent Lender at places which the Collateral Agent that Lender shall select that shall be reasonably selectconvenient to Lender and Borrower, whether at such Grantor’s premises Borrower's Leased Premises or elsewhere. The Collateral 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 to the care care, safekeeping or safekeeping otherwise of any or all of such Collateral the Mortgaged Property or reasonably in any way relating to such Collateral or the rights of the Collateral Agent and the Secured Parties Lender hereunder, including reasonable attorneys’ ' fees and disbursementslegal expenses, shall be applied by Lender to the payment in whole or in part of the Obligations, in accordance with Section 7.3such order as Lender may elect, and only after such application and after the payment by the Collateral Agent Lender of any other amount required by any provision of law, including Sections UCC ss. 9-610 and 9-615 of the UCC504(l)(c), need the Collateral Agent Lender account for the surplus, if any, to such GrantorBorrower. If any notice of a proposed sale or other disposition of such Collateral shall be required To the extent permitted by applicable law, such notice shall be in writing Borrower waives all claims, damages, and deemed reasonable and proper if given at least 10 days before such sale demands against Lender arising out of the repossession, retention or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by Mortgaged Property. Borrower agrees that Lender need not give more than five Business Days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to Borrower at its address in the Collateral Agent (including pursuant to a power opening paragraph of sale granted by statute or under a judicial proceeding), the receipt this Agreement) of the Collateral Agent time and place of any public sale or of the officer making the time after which a private sale shall be a sufficient discharge to the purchaser or purchasers may take place and that such notice is reasonable notification of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofmatters.

UCC Remedies. If an a Lease Event of Default shall have occurred occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, Lessor may exercise, in addition to all other rights and remedies granted to them it in this Agreement Lease and in any other instrument or agreement securing, evidencing or relating to the ObligationsOperative Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentLessor, 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 a Grantor Lessee or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the CollateralEquipment, 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 Equipment 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 any Secured Party Lessor 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. Any Secured Party Lessor 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 Equipment so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Lessee further agrees, at the Collateral Agent’s Lessor's request, to assemble the Collateral Equipment and make it available to the Collateral Agent Lessor at places which the Collateral Agent Lessor shall reasonably select, whether at such Grantor’s Lessee's premises or elsewhere. The Collateral Agent Lessor shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of such Collateral the Equipment or reasonably in any way relating to such Collateral the Equipment or the rights of the Collateral Agent and the Secured Parties hereunderLessor, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Lease Secured Obligations, in accordance with Section 7.3such order as Lessor may elect, and only after such application and after the payment by the Collateral Agent Lessor of any other amount required by any provision of law, including Sections including, without limitation, Section 9-610 and 9-615 504(1)(c) of the UCC, need the Collateral Agent Lessor account for the surplus, if any, to such GrantorLessee. If any notice of a proposed sale or other disposition of such Collateral the Equipment shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least lease 10 days Business Days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If an a Lease Event of Default shall have occurred occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, Lessor may exercise, in addition to all other rights and remedies granted to them it in this Agreement Lease and in any other instrument or agreement securing, evidencing or relating to the ObligationsOperative Agreement, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentLessor, 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 a Grantor Lessee or any other person Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the CollateralEquipment, 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 Equipment 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 any Secured Party Lessor 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. Any Secured Party Lessor 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 Equipment so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Lessee further agrees, at the Collateral Agent’s Lessor's request, to assemble the Collateral Equipment and make it available to the Collateral Agent Lessor at places which the Collateral Agent Lessor shall reasonably select, whether at such Grantor’s Lessee's premises or elsewhere. The Collateral Agent Lessor shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of such Collateral the Equipment or reasonably in any way relating to such Collateral the Equipment or the rights of the Collateral Agent and the Secured Parties hereunderLessor, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Lease Secured Obligations, in accordance with Section 7.3such order as Lessor may elect, and only after such application and after the payment by the Collateral Agent Lessor of any other amount required by any provision of law, including Sections including, without limitation, Section 9-610 and 9-615 504(1)(c) of the UCC, need the Collateral Agent Lessor account for the surplus, if any, to such GrantorLessee. If any notice of a proposed sale or other disposition of such Collateral the Equipment shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least lease 10 days Business Days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If (a) Upon the occurrence of and during the continuance of an Event of Default shall have occurred and be continuingunder this Agreement or the other Financing Documents, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights, options, and remedies granted to Agent under this Agreement or at law or in equity, may exercise, either directly or through one or more assignees or designees, all rights and remedies granted to them it under all Financing Documents and under the UCC in this Agreement effect in the applicable jurisdiction(s) and in under any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral Agentapplicable law; including, without demand limitation: (i) the right to take possession of, send notices regarding, and collect directly the Collateral, with or without judicial process; (ii) the right to (by its own means or with judicial assistance) enter any of performance or other demand, presentment, protest, advertisement or notice Borrowers’ premises and take possession of any kind (except any notice required by law referred to below) to or upon a Grantor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchaserender it unusable, or otherwise to render it usable or saleable, or dispose of and deliver the Collateral or any part thereof on such premises in compliance with subsection (or contract iii) below and to do any take possession of Borrowers’ original books and records, to obtain access to Borrowers’ data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoingforegoing and the information contained therein in any manner Agent deems appropriate, without any liability for rent, storage, utilities, or other sums, and Borrowers shall not resist or interfere with such action (if Borrowers’ books and records are prepared or maintained by an accounting service, contractor or other third party agent, Borrowers hereby irrevocably authorize such service, contractor or other agent, upon notice by Agent to such Person that an Event of Default has occurred and is continuing, to deliver to Agent or its designees such books and records, and to follow Agent’s instructions with respect to further services to be rendered), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have ; (iii) the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, require Borrowers at Borrowers’ expense to purchase the whole assemble all or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, waived or released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which any place designated by Lender; (iv) the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply right to notify postal authorities to change the net proceeds address for delivery of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental Borrowers’ mail to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral an address designated by Agent and the Secured Parties hereunderto receive, including reasonable attorneys’ fees open and disbursements, dispose of all mail addressed to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.Borrower; and/or

UCC Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement European Guarantee 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. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon a Grantor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, waived or released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.36(c)(iii), and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this AgreementEuropean Guarantee. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. If an Event of Default shall have occurred occur and be continuing, the Collateral Agent, on behalf of the Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement Agreement, the Security Documents and in any other instrument or agreement securing, evidencing or relating to the ObligationsLoan Document, all rights and remedies of a secured party under the UCCUniform Commercial Code. Without limiting the generality of the foregoing, the Collateral Agent, Administrative Agent without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowlaw) to or upon a Grantor Borrower or any other person Person (each and all and each of which demands, defensespresentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon 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 or as an entirety at any public or private sale or sales, at any exchange, broker’s board or office of any Secured Party the Administrative 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. Any Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a GrantorBorrower, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Borrower further agrees, at the Collateral Administrative Agent’s request, to assemble the Collateral and make it available to the Collateral Administrative Agent at places which that the Collateral Administrative Agent shall reasonably select, whether at such Grantora Borrower’s premises or elsewhere. The Collateral 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 to the care or safekeeping of any of such the Collateral or reasonably in any way relating to such the Collateral or the rights of the Collateral Agent and the Secured Parties Lenders hereunder, including reasonable including, without limitation, attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in accordance with Section 7.3such order as the Administrative Agent may elect in its sole discretion, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required or permitted by any provision of law, including Sections including, without limitation, Section 9-610 and 9-615 615(a)(3) of the UCCUniform Commercial Code, need the Collateral Administrative Agent account for the surplus, if any, to such GrantorBorrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands it may acquire against the Administrative Agent arising out of the exercise by the Administrative Agent of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence or willful misconduct of the Administrative Agent. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days ten (10) Business Days before such sale or other disposition. The Collateral Agent To the extent permitted by applicable law, Borrower shall have absolute discretion remain liable for any deficiency (plus accrued interest thereon as contemplated pursuant to Section 3.1(b) hereof) if the time of application proceeds of any such proceeds, moneys sale or balances in accordance with this Agreement. Upon any sale other disposition of the Collateral are insufficient to pay the Secured Obligations and the fees and disbursements of any attorneys employed by the Collateral Administrative Agent (including to collect such deficiency. The rights, powers and remedies of the Administrative Agent and the Lenders under this Agreement shall be cumulative and not exclusive of any other right, power or remedy which the Administrative Agent or the Lenders may have against Borrower pursuant to a power of sale granted by statute or under a judicial proceeding)this Agreement, the receipt of Mortgages or the Collateral Agent other Loan Documents, or of the officer making the sale shall be a sufficient discharge to the purchaser existing at law or purchasers of the Collateral so sold and such purchaser in equity or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereofotherwise.

UCC Remedies. If an Event of Default shall have occurred and be continuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon a Grantor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in a Grantor, which right or equity is hereby, to the extent permitted by law, waived or released. Each Grantor further agrees, at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 9‑610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

UCC Remedies. This Security Instrument is both a deed to secure debt and a "security agreement" within the meaning of the UCC. The Property includes both real and personal property and all other rights and interests, whether tangible or intangible in nature, of Borrower in the Property. Borrower by executing and delivering this Security Instrument has granted and hereby grants to Lender, as security for the Secured Obligations, a security interest in the Property to the full extent that the Property may be subject to the UCC (said portion of the Property so subject to the UCC being referred to in this Security Instrument as the "Collateral"). If an Event of Default shall have occurred and be continuingoccurs, the Collateral Agent, on behalf of the Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement Security Instrument and in any other instrument or agreement securing, evidencing or relating to the ObligationsLoan Document, all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, the Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon a Grantor Borrower or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the CollateralCollateral , 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 any 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. Any 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 (to the extent permitted by law) any right or equity of redemption in a GrantorBorrower, which right or equity is hereby, to the extent permitted by law, hereby waived or released. Each Grantor Borrower further agrees, at the Collateral Agent’s Lender's request, to assemble the Collateral Colxxxxxxx and make it available to the Collateral Agent availablx xx Xender at places which the Collateral Agent Lender shall reasonably select, whether at such Grantor’s Borrower's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of such Collateral or reasonably relating to such Collateral or the rights of the Collateral Agent and the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including Sections 9-610 and 9-615 of the UCC, need the Collateral Agent account for the surplus, if any, to such Grantor. If any notice of a proposed sale or other disposition of such the Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.