Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (in each case except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall proscribe, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party Lender arising out of the exercise by it of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to Section 5.6, if an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Banks, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Credit Agreement Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, subject to the fullest extent permitted by applicable lawSection 5.6, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the 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, license, 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 the Administrative Agent or any Lender Bank 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 Subject to Section 5.6, the Administrative Agent or any Lender Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Banks hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Credit Agreement Obligations, in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Bank arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Ambac Event of Default shall occur and be continuing, the Administrative Agent Note Collateral Agent, on behalf of the Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law and Section 5.5, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Collateral) and under any other applicable law or and in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable lawlaw and Section 5.5 and solely during the continuance of an Ambac Event of Default, the Administrative Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances (but shall not be obligated to), forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, license, 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 the Note Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantorthe Company, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the The Note Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.3, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Note Collateral Agent and the Lenders hereunder, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the Company then due and owing, in such the order as may be required by the Credit Agreement and otherwise as required by of priority specified in Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor5.2. To the extent permitted by applicable law, each Grantor (i) the Company waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the exercise repossession, retention or sale of any rights hereunder the Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Note Collateral Agent or such other Secured Party. If , and (ii) if any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to any of the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or and any Lender other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Collateral Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it Lender in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equityLaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent that Lender shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect), and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCCLaw, need the Administrative Agent Lender account for the surplus, if any, to any the Grantor. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur have occurred and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such the order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party the Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.67.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of the Secured Obligations, in such order as Lender may be required elect (or, in the absence of a specific determination by the Credit Agreement and otherwise Lender, as required by set forth in Section 6.5 above7.6), and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party Lender arising out of the exercise by Lender of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner, the Loan Parties acknowledge and agree that it is not commercially unreasonable for Lender: (i) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of (it being understood that any disposition of the Capital Securities of Kinsale Insurance must be made in compliance with the Arkansas Insurance Holding Company Regulatory Act), (iii) to fail to exercise collection remedies against any Account Debtor or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against any Account Debtor and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Loan Parties, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, or (xi) to the extent deemed appropriate by Lender in good faith, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Lender in the collection or disposition of any of the Collateral. The Loan Parties acknowledge that the purpose of this paragraph is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this paragraph. Without limitation upon the foregoing, nothing contained in this paragraph shall be construed to grant any rights to the Loan Parties or to impose any duties on Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this paragraph.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York Illinois UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent It shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(1)(c) of the New York Illinois UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party Lender arising out of the reasonable exercise by it of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. PLEDGE AND SECURITY AGREEMENT J. CREW GROUP INC.

Code and Other Remedies. If Subject to the terms of the Credit Agreement or any Applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and after giving prior written notice to the Administrative Company and any applicable Grantor, the Collateral Agent may exercise(i) exercise in respect of the Collateral, in addition to all other rights and remedies granted provided for herein or otherwise available to it in this Agreement and in any other Loan Documentit, all the rights and remedies of a secured party upon default under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, Applicable Law and also upon prior written notice to the fullest extent permitted by applicable lawrelevant Grantor, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, give option or options to purchase, or otherwise dispose of and deliver sell 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 the Collateral Agent or any Lender 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 at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risk. Any Agent such sales on the market price of the Collateral, (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any Lender part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation and (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by law, upon any such private sale or salessale, to purchase the whole or any part of the Collateral so sold, free and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior written notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any Grantorpublic or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Agent Collateral Agent, at places which that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds Proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses 6.6 in accordance with the provisions of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition6.5.

Code and Other Remedies. If Subject to the terms of the Intercreditor Agreement and any other intercreditor agreement and applicable gaming laws, if an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of itself, the Collateral Agent and the other Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, subject to the fullest terms of the Intercreditor Agreement and any other intercreditor agreement and applicable gaming laws, to the maximum extent permitted by under applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Indenture) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived, to the maximum extent permitted under applicable law unless otherwise provided in the Indenture), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to pre-existing rights and licenses, sell, lease, assign, license, 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 the Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption redemption, stay or appraisal in any Grantor, which right rights or equity is equities are hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.7, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders other Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by accordance with Section 6.5 above6.6, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York Pennsylvania UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required provided by Section 6.5 above6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York Pennsylvania UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such the order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party the Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. If an During the continuance of any Event of Default shall occur and be continuingDefault, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan DocumentSECURITY AGREEMENT instrument or agreement securing, evidencing or relating to the obligations under the Note, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor the 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantorof the Borrower, which right or equity is hereby waived and released. Each Grantor The Borrower further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which that the Administrative Agent Lender shall reasonably select, whether at such Grantorthe Borrower’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by Borrower’s obligations under the Credit Agreement and otherwise as required by Section 6.5 aboveNote, and only the Lender does not need to account for the surplus (if any) to the Borrower until after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor the Borrower waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 abovethe Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders any other applicable Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise resulting primarily from the gross negligence negligence, bad faith or willful misconduct of such Secured PartyParty as determined in a final, non-appealable judgment of a court of competent jurisdiction. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 6.6, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (subject to the Administrative Agent’s consent) make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the obligations under any Intercompany Secured Loan DocumentAgreement, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Agent or any Lender the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Secured Party's request, to assemble the Collateral and make it available to the Administrative Agent Secured Party at places which that the Administrative Agent Secured Party shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunderSecured Party, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Intercompany Loan Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 abovesuch Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Administrative Agent Secured Party of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any the Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor Pledgor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any GrantorPledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunderLender, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveLender shall prescribe, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantorthe Pledgors. To the extent permitted by applicable lawTO THE EXTENT PERMITTED BY APPLICABLE LAW, each Grantor waives all claimsEACH PLEDGOR WAIVES ALL CLAIMS, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claimsDAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE LENDER ARISING OUT OF THE EXERCISE BY THE LENDER OF ANY RIGHTS HEREUNDER EXCEPT TO THE EXTENT SUCH LIABILITY IS DETERMINED IN A FINAL, damages and demands that may arise from the gross negligence or willful misconduct of such Secured PartyNON-APPEALABLE JUDGMENT IN A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equityLaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCCLaw, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentmentresentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender 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 Agent or any Lender Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above6.3, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent Secured Party may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the obligations under any Intercompany Secured Loan DocumentAgreement, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any Lender the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentSecured Party’s request, to assemble the Collateral and make it available to the Administrative Agent Secured Party at places which that the Administrative Agent Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunderSecured Party, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Intercompany Loan Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 abovesuch Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Administrative Agent Secured Party of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any the Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it the Administrative Agent in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equityLaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor FCMC 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorFCMC, which right or equity is hereby waived and released. Each Grantor FCMC further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such GrantorFCMC’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCCLaw, need the Administrative Agent account for the surplus, if any, to any GrantorFCMC. To the extent permitted by applicable lawLaw, each Grantor FCMC waives all claims, damages and demands it may acquire against any Secured Party the Administrative Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in 21 26 this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Lender shall have the right to enter the real property leased or owned by each Grantor for the purpose of exercising any of the foregoing rights or remedies. Each Grantor waives all rights of marshaling, valuation and appraisal with respect to the Collateral or any part thereof. For the purpose of enabling the Lender, during the existence of an Event of Default, to exercise rights and remedies hereunder at such time as the Lender will be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Lender an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), until the Obligations are paid in full, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

Code and Other Remedies. If an Event The Administrative Agent, on behalf of Default shall occur and be continuingthe Secured Parties, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as may be required by the Credit Agreement and otherwise as required by accordance with Section 6.5 abovehereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the UCC applies to the affected Collateral) and all rights under any other applicable law when a debtor is in default under a security agreement or in equity. Without , including, and without limiting the generality of the foregoing, to : the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), Collateral Agent may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, license, 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 Agent or any Lender Secured Party, on the internet 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, and upon such other terms as the Agent may deem commercially reasonable; provided that the Collateral Agent will provide the applicable Grantor with reasonable notice prior to a public sale or after any private sale or other disposition. Any The Collateral Agent may store, repair or recondition any Lender Collateral or otherwise prepare any Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so soldsold or to become the licensor of all or any such Collateral, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and releasedreleased to the extent permitted by applicable Law. For purposes of bidding and making settlement or payment of the purchase price for all or a portion of the Collateral sold at any such sale made in accordance with the UCC or other applicable laws, including, without limitation, the Bankruptcy Code, the Collateral Agent, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled to credit bid and use and apply the Secured Obligations (or any portion thereof) as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale, such amount to be apportioned ratably to the Secured Obligations of the Secured Parties in accordance with their pro rata share of such Secured Obligations. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor further agreesacknowledges and agrees that the compliance by the Collateral Agent, at on behalf of the Administrative Agent’s requestSecured Parties, with any applicable state or federal law requirements in connection with a disposition of the Collateral will not be considered to assemble adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Collateral and make it available may be compelled to resort to one or more private sales thereof. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the Administrative Agent at places which the Administrative seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant be under no obligation to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping delay a sale of any of the Collateral for the period of time necessary to permit any Grantor or in the issuer of the Collateral to register such securities for public sale under the Securities Act or under applicable state securities laws, even if any way relating Grantor and the issuer would agree to do so (it being acknowledged and agreed that no Grantor shall have any obligation hereunder to do so). Until the Collateral Agent is able to effect a sale, lease, transfer or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or the rights value of the Administrative Collateral, or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Collateral Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, Secured Parties) with respect to the payment in whole such appointment without prior notice or in part hearing as to such appointment. The Collateral Agent shall have no obligation to marshal any of the Obligations, in such order as may Collateral. (b) Any net Proceeds of the Collateral shall be required applied or retained by the Collateral Agent in accordance with the Credit Agreement and otherwise as required by Section 6.5 above, and only Agreement. Only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To If the extent permitted Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Agent. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the applicable lawGrantor shall be credited with proceeds of the sale. (c) In the event of any Sale of any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Sale shall be included, and the applicable Grantor shall supply the Collateral Agent or its designee with such Grantor’s know-how and expertise, and with documents and things embodying the same, relating to the exploitation of such Intellectual Property, including the manufacture, distribution, advertising and sale of products or the provision of services under such Intellectual Property, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services. (d) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 5.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, license out, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor waives all claimshereby grants to the Collateral Agent, damages and demands it may acquire against any Secured Party arising out for the benefit of the exercise Secured Parties, (i) an irrevocable, nonexclusive, and assignable license (exercisable without payment of any royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights hereunder other than any such claims, damages to quality control and demands that may arise from the gross negligence or willful misconduct inspection in favor of such Secured Party. If Grantor to avoid the risk of invalidation of such Trademarks, to use, practice, license, sublicense, and otherwise exploit any notice and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor (which license shall include access to all media in which any of a proposed sale the licensed items may be recorded or stored and to all software and programs used for the compilation or printout thereof) and (ii) an irrevocable license (without payment of rent or other disposition of Collateral is required compensation to such Grantor) to use, operate and occupy all real property owned, operated, leased, subleased, or otherwise occupied by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionGrantor.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Holder may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentHolder, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender the Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender The Holder shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentHolder’s request, to assemble the Collateral and make it available to the Administrative Agent Holder at places which the Administrative Agent Holder shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Holder shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Holder hereunder, including reasonable attorneys’ fees costs and disbursementsexpenses of counsel to the Holder, to the payment in whole or in part of the Secured Obligations, in such order as the Holder may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Holder of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party the Holder arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuingcontinuing and subject to the terms of any applicable Intercreditor Agreement, the Administrative Agent may exerciseexercise in respect of the Collateral, in addition to all other rights and remedies granted provided for herein or otherwise available to it in this Agreement and in any other Loan Documentit, all the rights and remedies of a secured party upon default under the New York UCC or any other applicable law or in equityApplicable Law. Without limiting the generality foregoing, if an Event of Default shall occur and be continuing the Agent may take such steps as it considers necessary or desirable to obtain possession of all or any part of the foregoingCollateral (including without limitation any books and records relating to the Collateral) and, to that end, each Grantor agrees that the fullest extent permitted by applicable law, the Administrative Agent, without demand its servants or agents or Receiver (as hereinafter defined) may, at any time, during the day or night, enter upon lands and premises where the Collateral may be found for the purpose of performance or other demand, presentment, protest, advertisement or notice taking possession of any kind (except any notice required by law referred to below) to or upon any Grantor and/or removing the Collateral or any other Person (all and each part thereof. In the event of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Agent taking possession of the Collateral, or any part thereof, and/or the Agent shall have the right to maintain the same upon the premises on which the Collateral may forthwith sellthen be situate. The Agent may without notice except as specified below, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver sell 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 salessale, at any exchange, exchange broker’s board or office at any of any Agent the Agent’s offices or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestelsewhere, for cash or cash, on credit or for future delivery without assumption delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. Any The Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Agent or any Lender Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by law, upon any such private sale or salessale, to purchase the whole or any part of the Collateral so sold, free and the Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to the Credit Agreement, and (y) the ratable satisfaction of the Obligations in accordance with the Credit Agreement pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Agent may adjourn any Grantorpublic or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s requestrequest and at such Grantor’s sole expense, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6subsection 5.5 in accordance with the provisions of subsection 5.4. (b) The Agent may, after deducting in addition to any other rights it may have, appoint by instrument in writing a receiver or receiver and manager (both of which are herein called a "Receiver") of all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any part of the Collateral or may institute proceedings in any way relating court of competent jurisdiction for the appointment of such a Receiver. Any such Receiver is hereby given and shall have the same powers and rights and exclusions and limitations of liability as the Agent may have under this Security Agreement, at law or in equity. In exercising any such powers, any such Receiver shall, to the extent permitted by law, act as and for all purposes shall be deemed to be the agent of each Grantor, and the Agent shall not be responsible for any act or default of any such Receiver. The Agent may appoint one or more Receivers hereunder and may remove any such Receiver or Receivers and appoint another or others in his or their stead from time to time. Any Receiver so appointed may be an officer or employee of the Agent or any of the Lenders. A court need not appoint or ratify the appointment by the Agent of or otherwise supervise in any manner the actions of any Receiver. Upon any Grantor receiving notice from the Agent of the taking of possession of the Collateral or the appointment of a Receiver, all powers, functions, rights and privileges of each of the Administrative Agent directors and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, officers of such Grantor with respect to the payment in whole or in part Collateral shall cease, unless specifically continued by the written consent of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionAgent.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), 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, license, 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 Agent or any Lender Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lenders’ request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places which the Administrative Agent Lenders shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Lenders may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect in its discretion, and only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party Lenders arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, subject to the Intercreditor Agreement, in addition to all other rights and remedies granted to it them in this Agreement, the Credit Agreement and the other Loan Documents and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York Illinois UCC or any other applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Administrative Agent or any Lender 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 The Administrative Agent or any Lender Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6SECTION 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including reasonable including, without limitation, attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York Illinois UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent will not submit an "Notice of Exclusive Control" under a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, unless an Event of Default has occurred and is continuing. (d) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligation, all rights and remedies of a secured party under the New York UCC Code or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor the 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 Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantorthe Borrower, which right or equity is hereby waived and released. Each Grantor The Borrower further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s the Borrower's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.68.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the ObligationsObligation, in such order as the Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Administrative Agent Lender account for the surplus, if any, to any Grantorthe Borrower. To the extent permitted by applicable law, each Grantor the Borrower waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.be

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equityLaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each In connection with any such public or private sales, each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCCLaw, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the maximum extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or Collateral and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any Grantor, which right or equity is hereby waived and releasedreleased to the maximum extent permitted by law. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If After an Event of Default shall occur have occurred and be continuing, the Administrative Agent Bank may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentBank, without further demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) ), to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender the Bank 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 Agent or any Lender The Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative AgentBank’s requestrequest but subject to the rights of the Collateral Agent and the applicable terms of the Intercreditor Agreement, to assemble the Collateral and make it available to the Administrative Agent Bank at places which the Administrative Agent Bank shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Agent Bank shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.2, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Bank hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Bank may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Bank of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Administrative Agent Bank account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against any Secured Party the Bank arising out of the exercise by the Bank of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. a. If an Event of a Collateral Trust Parity Lien Default shall occur and be continuing, the Administrative Agent Collateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Collateral Trust Parity Lien Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentCollateral Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, assign, license, 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 Agent or any Lender 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 Agent or any Lender Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s Collateral Trustee's request, to assemble the Collateral and make it available to the Administrative Agent Collateral Trustee at places which the Administrative Agent Collateral Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Collateral Trustee shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. b. The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, Collateral Trust Parity Lien Obligations and only after such application and after the payment by the Administrative Agent Collateral Trustee of any other amount required by any provision of law, including Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent Collateral Trustee account for the surplus, if any, to any Grantor. If the Collateral Trustee sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Trustee and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Trustee may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise by them of any rights hereunder other than hereunder. c. If a Collateral Trust Parity Lien Default shall occur and be continuing, in the event of any disposition of any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be included, and the applicable Grantor shall supply the Collateral Trustee or its designee with such Grantor's know-how and expertise, and with documents and things embodying or otherwise relating to any such claimsIntellectual Property subject to such Disposition, damages and demands that may arise from such Grantor's customer lists and other records and documents relating to such Intellectual Property and to the gross negligence or willful misconduct manufacture, distribution, advertising and sale of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable products and proper if given at least 10 days before such sale or other dispositionservices.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law Law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each In connection with any such public or private sales, each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCCLaw, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6SECTION 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) 610 of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event During the continuance of Default shall occur and be continuinga Forbearance Default, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it Lender in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equityLaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent that Lender shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect), and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCCLaw, need the Administrative Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable lawLaw, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equityApplicable Law. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), 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, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it they may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhereelsewhere in connection with the exercise of Agent’s remedies hereunder. The Administrative Agent shall apply the net proceeds Proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, as set forth in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantorhereof. To the extent permitted by applicable lawApplicable Law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition. Agent shall not be obligated to make any sale of Collateral regardless of notification of sale having been given. Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law, notification by mail of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the Code. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6SECTION 5.1, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall proscribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3504(1)(c) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the First Lien Collateral Agent, on behalf of itself, the Administrative Agent and the other First Lien Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest maximum extent permitted by under applicable law, the Administrative First Lien Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Credit Agreement) to or upon any Grantor Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived, to the maximum extent permitted under applicable law unless otherwise provided in the Credit Agreement), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to pre-existing rights and licenses, sell, lease, assign, license, 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 the Administrative Agent, the First Lien Collateral Agent or any Lender other First Lien Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent, the First Lien Collateral Agent or any Lender other First Lien Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption redemption, stay or appraisal in any GrantorPledgor, which right rights or equity is equities are hereby waived and released. Each Grantor Pledgor further agrees, at the Administrative First Lien Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative First Lien Collateral Agent at places which the Administrative First Lien Collateral Agent shall reasonably select, whether at such GrantorPledgor’s premises or elsewhere. The Administrative First Lien Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.4, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or LEGAL_US_E # 147974466.5 the rights of the Administrative Agent, the First Lien Collateral Agent and the Lenders other First Lien Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by accordance with Section 6.5 above5.3, and only after such application and after the payment by the Administrative First Lien Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative First Lien Collateral Agent account for the surplus, if any, to any GrantorPledgor. To Notwithstanding the extent permitted by foregoing, the First Lien Collateral Agent shall give each applicable law, Pledgor not less than 10 days’ written notice (which each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out Pledgor agrees is reasonable notice within the meaning of Section 9-611 of the exercise New York UCC or its equivalent in other jurisdictions) of the First Lien Collateral Agent’s intention to make any rights hereunder other than any such claimssale of Collateral. Such notice, damages and demands that may arise from in the gross negligence or willful misconduct of such Secured Party. If any notice case of a proposed public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or other disposition of Collateral on a securities exchange, shall state the board or exchange at which such sale is required by lawto be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such notice board or exchange. Any remedies provided in this Section 5.4 shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionsubject to the BrandCo Intercreditor Agreement.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice as required below or by law referred to belowlaw) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by accordance with Section 6.5 above5.3, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by them of any rights hereunder other hereunder. The Lender shall give the Grantor not less than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any 10 days’ prior notice of a proposed the time and place of any sale or other intended disposition of any of the Collateral, except any Collateral which is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionof a type customarily sold on a recognized market.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorBorrower, which right or equity is hereby waived and released. Each Grantor Borrower further agrees, at the Administrative Collateral Agent’s request, if an Event of Default shall occur and be continuing, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such GrantorBorrower’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.67.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunderCollateral Agent, including reasonable attorneys’ fees and disbursementsother charges, to the payment in whole or in part of the Obligations, in such order as the Collateral Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 above, elect and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) and (4) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any GrantorBorrower. To the extent permitted by applicable law, each Grantor Borrower waives all claims, damages and demands it may acquire against any Secured Party the Collateral Agent arising out of the exercise by it of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuingcontinuing and subject to the terms of any applicable Intercreditor Agreement, the Administrative Agent may exerciseexercise in respect of the Collateral, in addition to all other rights and remedies granted provided for herein or otherwise available to it in this Agreement and in any other Loan Documentit, all the rights and remedies of a secured party upon default under the New York UCC or any other applicable law or in equityApplicable Law. Without limiting the generality foregoing, if an Event of Default shall occur and be continuing the Agent may take such steps as it considers necessary or desirable to obtain possession of all or any part of the foregoingCollateral (including without limitation any books and records relating to the Collateral) and, to that end, each Grantor agrees that the fullest extent permitted by applicable law, the Administrative Agent, without demand its servants or agents or Receiver (as hereinafter defined) may, at any time, during the day or night, enter upon lands and premises where the Collateral may be found for the purpose of performance or other demand, presentment, protest, advertisement or notice taking possession of any kind (except any notice required by law referred to below) to or upon any Grantor and/or removing the Collateral or any other Person (all and each part thereof. In the event of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Agent taking possession of the Collateral, or any part thereof, and/or the Agent shall have the right to maintain the same upon the premises on which the Collateral may forthwith sellthen be situated. The Agent may without notice except as specified below, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver sell 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 salessale, at any exchange, exchange broker’s board or office at any of any Agent the Agent’s offices or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestelsewhere, for cash or cash, on credit or for future delivery without assumption delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. Any The Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Agent or any Lender Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by law, upon any such private sale or salessale, to purchase the whole or any part of the Collateral so sold, free and the Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to the Credit Agreement, and (y) the ratable satisfaction of the Obligations in accordance with the Credit Agreement pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Agent may adjourn any Grantorpublic or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s requestrequest and at such Grantor’s sole expense, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6subsection 5.5 in accordance with the provisions of subsection 5.4. (b) The Agent may, after deducting in addition to any other rights it may have, appoint by instrument in writing a receiver or receiver and manager (both of which are herein called a “Receiver”) of all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any part of the Collateral or may institute proceedings in any way relating court of competent jurisdiction for the appointment of such a Receiver. Any such Receiver is hereby given and shall have the same powers and rights and exclusions and limitations of liability as the Agent may have under this Security Agreement, at law or in equity. In exercising any such powers, any such Receiver shall, to the extent permitted by law, act as and for all purposes shall be deemed to be the agent of each Grantor, and the Agent shall not be responsible for any act or default of any such Receiver. The Agent may appoint one or more Receivers hereunder and may remove any such Receiver or Receivers and appoint another or others in his or their stead from time to time. Any Receiver so appointed may be an officer or employee of the Agent or any of the Lenders. A court need not appoint or ratify the appointment by the Agent of or otherwise supervise in any manner the actions of any Receiver. Upon any Grantor receiving notice from the Agent of the taking of possession of the Collateral or the appointment of a Receiver, all powers, functions, rights and privileges of each of the Administrative Agent directors and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, officers of such Grantor with respect to the payment in whole or in part Collateral shall cease, unless specifically continued by the written consent of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionAgent.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such the order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party the Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s Loan Party's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.68.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ fees and disbursements, Attorney Costs to the payment in whole or in part of the Secured Obligations, in such order as Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Holdings may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan DocumentAgreement, all rights and remedies of a secured party under the New York Minnesota UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agentlaw Holdings, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by this Agreement or required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender Holdings 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 Agent or any Lender Holdings shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentHolding’s request, to assemble the Collateral and make it available to the Administrative Agent Holdings at places which the Administrative Agent Holdings shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Holdings shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunderCollateral, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above6.3, and only after such application and after the payment by the Administrative Agent Holdings of any other amount required by any provision of law, including Section 9-615(a)(3) Article 9 of the New York Minnesota UCC, need the Administrative Agent Holdings account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party Holdings arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured PartyHoldings. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section including, without limitation, Sections 9-608(a)(1)(C) and 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from except as to the Lender's gross negligence or willful misconduct of such Secured Partymisconduct. If any notice of a proposed sale or other disposition of the Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.rights

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Borrower Obligations, all rights and remedies of a secured party under the New York UCC UCC, PPSA or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Borrower or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), 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, license, 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 Agent or any Lender Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorBorrower, which right or equity is hereby waived and released. Each Grantor Borrower further agrees, at the Administrative Agent’s Lenders’ request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places which the Administrative Agent Lenders shall reasonably select, whether at such GrantorBorrower’s premises or elsewhere. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Borrower Obligations, in such order as Lenders may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect in its discretion, and only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lenders account for the surplus, if any, to any GrantorBorrower. To the extent permitted by applicable law, each Grantor Borrower waives all claims, damages and demands it may acquire against any Secured Party Lenders arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. If (a) Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent Agent, on behalf of the Guaranteed Creditors, may exercise, in addition to all other rights and remedies granted to it them in this Agreement Agreement, the other Loan Documents and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in otherwise available at law or equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender Guaranteed Creditor or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Upon any such sale or transfer, the Administrative Agent or any Lender shall have the right upon any such public sale or salesto deliver, and, assign and transfer to the extent permitted by law, upon any such private sale purchaser or sales, to purchase the whole or any part of transferee thereof the Collateral so sold, free of any right sold or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewheretransferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.01, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Guaranteed Creditors hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by accordance with Section 11.02(c) of the Credit Agreement and otherwise as required by Section 6.5 aboveAgreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) 615 of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantorthe Guarantor. To the extent permitted by applicable law, each Grantor the Guarantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Guaranteed Creditor arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured PartyGuaranteed Creditor or their respective agents. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. If Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent may appoint any notice of a proposed Person as agent to perform any act or acts necessary or incident to any sale or other disposition transfer of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionthe Collateral.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to any of the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or and any Lender other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s written request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable and documented costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders any other Secured Party hereunder, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Collateral Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by any of them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositiondisposition and specifies the place of such sale or the time after which any private sale is to be made.

Code and Other Remedies. If Subject to Section 11.10(k) of the Credit Agreement, if an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 appropriate, realize upon and take possession of the Collateral, or any part thereofthereof (in addition to Collateral of which it already has possession), and/or wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Grantor’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have the right to store the same at any of Grantor’s premises without cost to Administrative Agent or any Lender in each case, subject to the terms of the applicable lease agreement and Collateral Access Agreements with respect to premises leased by Grantor. The Administrative Agent may forthwith sell, lease, assign, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s requestrequest and at each Grantor’s expense, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment as provided in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor6.5. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such hereunder, except claims, damages and demands that may arise from the related to Administrative Agent or any Lender’s gross negligence or negligence, willful misconduct of such Secured Partyor bad faith. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s 's request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.of

Code and Other Remedies. If After an Event of Default shall occur have occurred and be continuing, the Administrative Agent Bank may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentBank, without further demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) ), to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender the Bank 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 Agent or any Lender The Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative AgentBank’s requestrequest but subject to the rights of the Collateral Agent and the applicable terms of the Intercreditor Agreement, to assemble the Collateral and make it available to the Administrative Agent Bank at places which the Administrative Agent Bank shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Agent Bank shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Bank hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Bank may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Bank of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Administrative Agent Bank account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against any Secured Party the Bank arising out of the exercise by the Bank of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the US Administrative Agent may may, subject to the terms of the Intercreditor Agreement, exercise, in addition to all other rights and remedies granted to it them in this Agreement Agreement, in the Mortgages and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the US Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may may, subject to the terms of the Intercreditor Agreement, in such circumstances forthwith (i) collect, receive, appropriate and realize upon the Collateral, or any part thereof, (ii) transfer all or any part of the Collateral into the US Administrative Agent’s name or the name of its nominee or nominees, (iii) vote all or any part of the Pledged Stock (whether or not transferred into the name of the US Administrative Agent) and give all consents, waivers and ratification in respect of the Pledged Stock and otherwise act with respect thereto as though it were the outright owner thereof (each Grantor hereby irrevocably constituting and appointing the US Administrative Agent the proxy and attorney-in-fact of such Grantor, with full power of substitution to do so) and to exercise any and all of the rights or power of such Grantor in its capacity as shareholder of any relevant Issuer, and/or may (iv) forthwith sell, lease, assign, license, 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 the US Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The US Administrative Agent or any Lender shall have the right right, subject to the terms of the Intercreditor Agreement, upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each If an Event of Default shall have occurred and shall be continuing, each Grantor further agrees, at the US Administrative Agent’s request, to assemble the Collateral and and, subject to the terms of the Intercreditor Agreement, make it available to the US Administrative Agent at places which the US Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, and promptly to execute and deliver to the US Administrative Agent such instruments or other documents as may be necessary or advisable to enable the US Administrative Agent or its agent or representative to obtain, subject to the terms of the Intercreditor Agreement, possession of all or any part of the Collateral the possession of which the US Administrative Agent shall at the time be entitled to hereunder. The US Administrative Agent shall, subject to the terms of the Intercreditor Agreement, also be entitled, so long as an Event of Default shall have occurred and be continuing, to occupy any premises owned or leased by any Grantor where the Collateral or any part thereof is assembled or located for a reasonable period to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor for such occupation and to otherwise exercise, subject to the terms of the Intercreditor Agreement, any and all rights and remedies of any Grantor under or in connection with the Collateral, or otherwise in respect of the Collateral. The US Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the US Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to in the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as manner required by Section 6.5 above8.5, and only after such application and after the payment by the US Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the US Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party the US Administrative Agent arising out of the exercise by the US Administrative Agent of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event The Administrative Agent, on behalf of Default shall occur and be continuingthe Secured Parties, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without assumption of any credit risk; provided that the Administrative Agent shall notify Grantor at least ten (10) Business Days prior to the date of such sale or disposition (which Grantor agrees is commercially reasonable). Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.3, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, Obligations in such order as may be required by the Credit Agreement and otherwise as required by accordance with Section 6.5 above6.2 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any hereunder. Grantor hereby consents to the exercise by the Administrative Agent of the remedies granted herein. ▇▇▇▇▇▇▇ acknowledges and agrees that the Administrative Agent may exercise such claims, damages of the foregoing remedies as it shall determine in its sole discretion and demands that may arise from none of the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral foregoing remedies is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionmanifestly unreasonable.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other applicable Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of itself, the Canadian Administrative Agent and the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise provided in the Loan Documents) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived unless otherwise provided in the Loan Documents), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Administrative Agent, the Canadian Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent, the Canadian Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent, the Canadian Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, while an Event of Default has occurred and is continuing, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, license, 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 Agent or any Lender 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 Agent or any Lender Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the extent permitted by applicable law, each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the its Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process and shall be entitled to use or employ, without charge, all items of Intellectual Property used or employed by any Grantor. (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, Obligations and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need . If the Administrative Agent account sells any of the Collateral upon credit, the applicable Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent. In the event the purchaser fails to pay for the surplusCollateral, if any, to any Grantorthe Administrative Agent may resell the Collateral and the applicable Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionhereunder.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ fees and disbursements, Attorney Costs to the payment in whole or in part of the Secured Obligations, in such order as the Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by it of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing, or relating to the Borrower Obligations or Guarantor Obligations, all rights and remedies of a secured party under the New York UCC Code or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement advertisement, or notice of any kind (except any notice required by law referred to below) to or upon Borrower or any Grantor Guarantor, or any other Person (all and each of which demands, defenses, advertisements advertisements, and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate appropriate, and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, 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 Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower or any GrantorGuarantor, which right or equity is hereby waived and released. Each Grantor Borrower and each Guarantor further agreesagree, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at Borrower's or such Grantor’s Guarantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ attorneys fees and disbursements, to the payment in whole or in part of the Borrower Obligations and Guarantor Obligations, in such order as Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(39.504(a) of the New York UCCCode, need the Administrative Agent account for the surplus, if any, to any GrantorBorrower and Guarantors. To the extent permitted by applicable law, Borrower and each Grantor waives Guarantor waive all claims, damages damages, and demands it may acquire against Administrative Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Persons, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party Person under the New York Applicable UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable lawif an Event of Default has occurred and is Exhibit F-18 continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender other Secured Person or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender other Secured Person shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agreesagrees if an Event of Default shall occur and be continuing, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders other Secured Persons hereunder, including including, without limitation, but subject to Section 9.4 hereof, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by provided in Section 6.5 above6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(39.615(a)(3) of the New York Applicable UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party Person arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), 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, license, 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 Agent or any Lender Lenders or elsewhere upon such terms and conditions as it they may deem advisable and at such prices as it they may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lenders’ request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places which the Administrative Agent Lenders shall reasonably select, whether at such Grantor’s premises or elsewhereelsewhere in connection with the exercise of Lenders’ remedies hereunder. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Lenders may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect in their discretion, and and, only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party Lenders arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of itself, the Collateral Agent and the other Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, subject to the fullest terms of the Intercreditor Agreement, to the maximum extent permitted by under applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Indenture) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived, to the maximum extent permitted under applicable law unless otherwise provided in the Indenture), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith forthwith, subject to pre-existing rights and licenses, sell, lease, assign, license, 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 the Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption redemption, stay or appraisal in any Grantor, which right rights or equity is equities are hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.7, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders other Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by accordance with Section 6.5 above6.6, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may is under no obligation to exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Note Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or unless the Holders have offered to the Collateral Agent indemnity reasonably satisfactory against the costs and expenses that might be incurred by it in equitythe course of exercising the rights and remedies hereunder. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the The Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Note Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveIndenture shall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionhereunder.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC UCCCode or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Credit Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any 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 any right or equity of redemption in any GrantorCredit Party, which right or equity is hereby waived and released. Each Grantor Credit Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorCredit Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.64.10, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by accordance with Section 6.5 above2.5(b), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorCredit Party. To the extent permitted by applicable law, each Grantor Credit Party waives all claims, damages and demands it may acquire against the Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Subject to Article XIV of the Participation Agreement, if a Lease Event of Default shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Leveraged Lease Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Collateral Agent or any Lender 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 The Collateral Agent or any Lender Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Administrative Collateral Agent’s 's request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s the Pledgor's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders hereunderSecured Parties hereunder (including, including without limitation, reasonable attorneys’ ' fees and disbursements) and after crediting such proceeds to the subaccounts of the Collateral Account in accordance with Section 5.3, to the payment in whole or in part of the applicable Leveraged Lease Obligations, in such order as the Collateral Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(l)(c) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred Article V in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantoraccordance with Article VIII. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise by it of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Secured Parties, may exercise, subject to the Intercreditor Agreement, in addition to all other rights and remedies granted to it them in this Agreement, the Credit Agreement and the other Loan Documents and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or otherwise available at law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Administrative Agent or any Lender 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 The Administrative Agent or any Lender Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s 's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6SECTION 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including reasonable including, without limitation, attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent will not submit an "Notice of Exclusive Control" under a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, unless an Event of Default has occurred and is continuing. (d) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the UCC applies to the affected Pledged Collateral) and all rights under any other applicable law or in equity, and in addition and without limitation. (i) the right to notify the trustee under the Indenture of such Event of Default and cause a redemption of the Series 2022 DP&L First Mortgage Bonds by the Company pursuant to the terms of the Indenture, (ii) the right to collect all amounts payable under the Series 2022 DP&L First Mortgage Bonds or any other Collateral for the benefit of the Secured Parties and hold it for their benefit or apply it to the Obligations, (iii) the right to attend or be represented by proxy at any meeting of bondholders under the Indenture, (iv) the right to vote the Series 2022 DP&L First Mortgage Bonds in accordance with the terms of the Indenture pursuant to Section 4.6 (but subject to Section 4.7) , (v) the right to issue consents and waivers with respect to the Series 2022 DP&L First Mortgage Bonds pursuant to Section 4.6 (but subject to Section 4.7), (vi) the right to issue any and all instructions and requests for action to the trustee under the Indenture that are permitted to a bondholder under the Indenture and (vii) the right to exercise all other rights and remedies of a “holder” of a Series 2022 DP&L First Mortgage Bond under the Indenture.Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, presentments, protests, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Agent or any Lender Secured Party, on the internet 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 Collateral Agent may store any Pledged Collateral or otherwise prepare any Lender Pledged Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. (b) The Secured Parties hereby irrevocably authorize the Collateral Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Obligations (including by accepting some or all of the Pledged Collateral in satisfaction of some or all of the Obligations or the Series 2022 DP&L First Mortgage Bonds pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Pledged Collateral (i) at any sale thereof conducted under the provisions of any Debtor Relief Law (including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States), or (ii) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Collateral Agent (whether by judicial action or otherwise) in accordance with any applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid by the Collateral Agent at the direction of the Required Lenders on a ratable basis (with Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle or vehicles that are issued in connection with such purchase). In connection with any such bid (i) the Collateral Agent shall be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles, (ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Collateral Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in Section 10.01 of the Credit Agreement), (iv) the Collateral Agent on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of the relevant Obligations which were credit bid, interests, whether as equity, partnership, limited partnership interests or membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned to an acquisition vehicle are not used to acquire Pledged Collateral for any reason, such Obligations shall automatically be reassigned to the Secured Parties pro rata and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause (ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Collateral Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit bid or the consummation of the transactions contemplated by such credit bid. (c) Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Grantor, and the Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to the Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Pledged Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Pledged Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. The foregoing will not be considered to adversely affect the commercial reasonableness of any sale of the Pledged Collateral. The Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Pledged Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Pledged Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. The Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Pledged Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Pledged Collateral to more than one offeree. The Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Pledged Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply have no obligation to marshal any of the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting Pledged Collateral. (d) The Collateral Agent shall deduct from such Proceeds all reasonable costs and expenses of every kind incurred in connection therewith with the exercise of its rights and remedies against the Pledged Collateral or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Administrative Agent and the Lenders Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole . Any net Proceeds remaining after such deductions shall be applied or in part of the Obligations, in such order as may be required retained by the Collateral Agent in accordance with the Credit Agreement and otherwise as required by Section 6.5 above, and only Agreement. Only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to the Grantor. If the Collateral Agent sells any Grantorof the Pledged Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent. In the event the purchaser fails to pay for the Pledged Collateral, the Collateral Agent may resell the Pledged Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise by it or them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionhereunder.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Lender, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative AgentLender’s request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.68.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including reasonable attorneys’ fees and disbursements, Attorney Costs to the payment in whole or in part of the Secured Obligations, in such order as Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of 3193012v9/28370-0031 Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner, the Loan Parties acknowledge and agree that it is not commercially unreasonable for Lender (a) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against Account Debtor or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (d) to exercise collection remedies against Account Debtor and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as the Loan Parties, for expressions of interest in acquiring all or any portion of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, (k) to purchase insurance or credit enhancements to insure Lender against risks of loss, collection or disposition of Collateral or to provide to Lender a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by Lender, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Lender in the collection or disposition of any of the Collateral. The Loan Parties acknowledge that the purpose of this paragraph is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this paragraph. Without limitation upon the foregoing, nothing contained in this paragraph shall be construed to grant any rights to the Loan Parties or to impose any duties on Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this paragraph.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Bank Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Bank Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Bank Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Bank 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 the Bank Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Bank Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Bank Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Bank Administrative Agent’s request's request during the continuance of an Event of Default, to assemble the Bank Collateral and make it available to the Bank Administrative Agent at places which that the Bank Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Bank Administrative Agent shall apply the net proceeds of any Pledge and Security Agreement FMC Corporation action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Bank Collateral or in any way relating to the Bank Collateral or the rights of the Bank Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above5.5 shall prescribe, and only after such application and after the payment by the Bank Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Bank Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Bank Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Bank Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Pledgor 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, license, 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 the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorPledgor, which right or equity is hereby waived and released. Each Grantor Pledgor further agrees, at the Administrative Collateral Agent’s request, if an Event of Default shall occur and be continuing, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such GrantorPledgor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunderCollateral Agent, including reasonable attorneys’ fees and disbursementsother charges, to the payment in whole or in part of the Obligations, in such order as the Collateral Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 above, elect and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) and (4) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any GrantorPledgor. To the extent permitted by applicable law, each Grantor Pledgor waives all claims, damages and demands it may acquire against any Secured Party the Collateral Agent arising out of the exercise by it of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Acceleration Event of Default shall occur and be continuing, the Administrative Agent Collateral Agent, on behalf of the Secured Parties, may (subject to the Intercreditor Agreement) exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. . (b) Without limiting the generality of the foregoingforegoing clause (a), to the fullest extent permitted by applicable lawif an Acceleration Event shall occur and be continuing, the Administrative 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 belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may (subject to the Intercreditor Agreement) in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. . (c) [Reserved.] (d) The Administrative Collateral Agent shall (subject to the Intercreditor Agreement) apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders other Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations in accordance with Section 5.5, in such order as the Collateral Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claimsrights of redemption, damages stay and demands it appraisal that such Grantor now has or may acquire against at any Secured Party arising out time in the future have under any rule of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence law or willful misconduct of such Secured Partystatute now existing or hereafter enacted. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of PLEDGE AND SECURITY AGREEMENT CONSTAR INTERNATIONAL INC. any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise except for claims arising solely from the gross negligence or willful misconduct of the Administrative Agent or such Secured Party. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it the Administrative Agent in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equityLaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect), and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCCLaw, need the Administrative Agent account for the surplus, if any, to any the Grantor. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against any Secured Party the Administrative Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. The Grantor waives any claims or other rights which the Grantor might now have or hereafter acquire against any Borrower or any other Person that is primarily or contingently liable on the obligations that arise from the existence or performance of the Grantor’s obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of any Secured Creditor against any Borrower or any collateral security therefore which any Secured Creditor now has or hereafter acquires; whether such claim, remedy or right arises in equity, under contract or statute, at common law, or otherwise. The waivers contained in this paragraph inure only to the benefit of each Secured Creditor, and their respective successors and assigns, and not to any other parties.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC Code or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Credit Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Collateral Agent or any Lender Purchaser 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 Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorCredit Party, which right or equity is hereby waived and released. Each Grantor Credit Party further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such GrantorCredit Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.63.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders Purchasers hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by accordance with the Credit Agreement and otherwise as required by Section 6.5 aboveterms of this Agreement, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any GrantorCredit Party. To the extent permitted by applicable law, each Grantor Credit Party waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party Purchaser arising out of the exercise by them of any rights hereunder other than any hereunder, except for such claims, damages and demands that may arise resulting from the Collateral Agent’s or any Purchaser’s gross negligence or willful misconduct of such Secured Partymisconduct. If any notice of a proposed sale or other Table of Contents disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur have occurred and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such the order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party the Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Secured Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such the order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party the Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. If an Event of Default shall occur and be continuing, and upon the sending of a written notice to the Borrower of its intention to exercise remedies hereunder, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon the consummation of any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 above, Obligations and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lenders may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC UCC, PPSA or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), 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, license, 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 Agent or any Lender Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Agent or any Lender Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s Lenders' request, to assemble the Collateral and make it available to the Administrative Agent Lenders at places which the Administrative Agent Lenders shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Secured Obligations, in such order as Lenders may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect in its discretion, and only after such application and after the payment by the Administrative Agent Lenders of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party Lenders arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request's request during the continuance of an Event of Default, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which that the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders any Lender hereunder, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveshall prescribe, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as may be required by the Amended and Restated Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise resulting primarily from the gross negligence negligence, bad faith or willful misconduct of such Secured PartyParty as determined in a final, non-appealable judgment of a court of competent jurisdiction. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 6.6, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (subject to the Administrative Agent’s consent) make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Note Collateral Agent, on behalf of the Secured Parties, may (subject to the First Lien Intercreditor Agreement) exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code, under any other applicable law or and in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, Note Collateral Agent without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may (subject to the First Lien Intercreditor Agreement) in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Note Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Note Collateral Agent or any Lender other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Note Collateral Agent’s requestrequest (subject to the First Lien Intercreditor Agreement), to assemble the Security Collateral and make it available to the Administrative Note Collateral Agent at places which the Administrative Note Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6subsection 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Note Collateral Agent and the Lenders other Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Grantor then due and owing, in such the order as may be required by the Credit Agreement and otherwise as required by Section 6.5 of priority specified in subsection 5.5 above, and only after such application and after the payment by the Administrative Note Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Note Collateral Agent account for the surplus, if any, to any such Grantor. To the extent permitted by applicable law, each (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the exercise repossession, retention or sale of any rights hereunder the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Note Collateral Agent or such other Secured Party. If Party (in each case as determined in a final non-appealable decision issued by a court of competent jurisdiction) and (ii) if any notice of a proposed sale or other disposition of Security Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Administrative Agent Issuing Bank may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the L/C Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the UCC applies to the affected Collateral) or its rights under any other applicable law or in equity. Without limiting If an Event of Default shall occur and be continuing, the generality Issuing Bank shall also have the right, upon delivery of a written instruction by the foregoing, Issuing Bank to the fullest extent permitted by applicable law, the Administrative Agent, Deposit Bank and without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted Account Party except as required by law, upon any such private sale or sales, to purchase instruct the whole Deposit Bank to distribute all or any part of the L/C Collateral so Account against the L/C Obligations or any part thereof in accordance with such instructions (including to cause any Permitted Deposit Investments to be liquidated or sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. ). (b) The Administrative Agent Issuing Bank shall apply the net proceeds of any action taken by it pursuant to this Section 6.68.02, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent Issuing Bank and the Lenders Deposit Bank hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, L/C Obligations in such order as may be required by accordance with the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent last paragraph of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorArticle IX. To the extent permitted by applicable law, each Grantor the Account Party waives all claims, damages and demands it may acquire against any Secured Party the Issuing Bank and the Deposit Bank arising out of the exercise by it of any rights hereunder other than any such claimshereunder, damages and demands that may arise from the except for gross negligence or and willful misconduct as determined by a court of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required competent jurisdiction by law, such notice shall be deemed reasonable final and proper if given at least 10 days before such sale or other dispositionnonappealable judgment.

Code and Other Remedies. If Subject to Section 11.10(k) of the Credit Agreement, if an Event of Default shall occur and be continuing, the Administrative Agent Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 appropriate, realize upon and take possession of the Collateral, or any part thereofthereof (in addition to Collateral of which it already has possession), and/or wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Grantor’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have the right to store the same at any of Grantor’s premises without cost to Administrative Agent or any Lender in each case, subject to the terms of the applicable lease agreement and Collateral Access Agreements with respect to premises leased by Grantor. The Administrative Agent may forthwith sell, lease, assign, license, 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 the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s requestrequest and at each Grantor’s expense, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, Attorney Costs to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party Lender arising out of the exercise by them of any rights hereunder other than any such hereunder, except claims, damages and demands that may arise from the related to Administrative Agent or any Lender’s gross negligence or negligence, willful misconduct of such Secured Partyor bad faith. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it the Administrative Agent may deem advisable and at such prices as it the Administrative Agent may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Administrative Agent or any Lender its agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which that the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.1, after deducting subject to Sections 2.05(j) and 2.22 of the Credit Agreement, in the following order: First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including, without limitation, all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders any other Secured Party hereunder, including reasonable attorneys’ fees and disbursements) payable to the Administrative Agent in its capacity as such; Second, to the payment in whole or in part of the Secured Obligations, in such order as may be required to each Secured Party on a pro rata basis based on the amount of Secured Obligations held by each Secured Party); provided that no amounts received by the Credit Agreement and otherwise as required by Section 6.5 aboveAdministrative Agent from a Grantor shall be applied to any Excluded Swap Obligations of such Grantor, and Third, only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.66.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and for the Lenders benefit of the Secured Parties hereunder, including reasonable attorneys’ fees and disbursements, to the Trustee for the payment in whole or in part of the Obligations, in such order as may be required by accordance with the Credit Agreement and otherwise as required by Section 6.5 above, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) terms of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorIndenture. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party the Collateral Agent arising out of the exercise by it of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent may exercise, in addition to all other rights and remedies granted to it in this Agreement and in any other Loan Note Lien Document, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 Collateral Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders hereunder, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Note Lien Obligations, in such order as may be required by the Credit Agreement Note Lien Documents and otherwise as required by Section 6.5 abovethe Collateral Agent may elect, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against any Secured Party arising out of the exercise of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Collateral is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may Collateral Agent, on behalf of the Secured Parties, may, to the extent not inconsistent with the Intercreditor Agreement, exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code, under any other applicable law or and in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any the Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any The Collateral Agent or any Lender other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in any Grantorsuch Granting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Administrative Collateral Agent’s request, to assemble the Security Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such GrantorGranting Party’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Collateral Agent and the Lenders other Secured Parties hereunder, including including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the ObligationsObligations of the relevant Granting Party then due and owing, in such the order as may be required by the Credit Agreement and otherwise as required by Section of priority specified in subsection 6.5 above, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorsuch Granting Party. To the extent permitted by applicable law, each Grantor (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the exercise repossession, retention or sale of any rights hereunder the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party. If Party (in each case as determined in a final non-appealable decision issued by a court of competent jurisdiction), and (ii) if any notice of a proposed sale or other disposition of Security Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent Lender may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative 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 any the 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, license, 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 Agent or any the 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 Agent or any The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent Lender at places which the Administrative Agent Lender shall reasonably select, whether at such the Grantor’s 's premises or elsewhere. The Administrative Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders Lender hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such order as the Lender may be required by the Credit Agreement and otherwise as required by Section 6.5 aboveelect, and only after such application and after the payment by the Administrative Agent Lender of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Administrative Agent Lender account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against any Secured Party the Lender arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it them in this Agreement and in any other Loan Documentinstrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law or in equitylaw. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, 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 the Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any 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 any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Administrative Agent’s Lender's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s Loan Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations, in such the order as may be required by the Credit Agreement and otherwise as required by set forth in Section 6.5 above5.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against any Secured Party the Agent arising out of the exercise by them of any rights hereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Partyhereunder. If any notice of a proposed sale or other disposition of Collateral is shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.