Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. (a) If any Event of Default has occurred and is continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders), on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders), 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required 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 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 Secured Parties hereunder, including reasonable and documented fees and disbursements of one counsel to all Secured Parties in the aggregate, to the payment in whole or in part of the Obligations, in such order as set forth in Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 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. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 '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. Notwithstanding the foregoing, it is understood and agreed that any assignment of any Patent to the Collateral Agent or any other Person shall be subject to any licenses (and the rights granted therein) existing at the time of such assignment with respect to such Patent. 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 Collateral Agent and the other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such the order as set forth specified in Section 6.5the Collateral Sharing 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, without limitation, Section 9-615 504(1)(c) 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 Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders), on behalf of the Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Grantor Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Secured Party, 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), below or expressly required hereto or pursuant to the Note Agreement) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the fullest extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) 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 releasedreleased to the fullest extent permitted by applicable law. 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 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 6.65.6 with respect to the Collateral, 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 Secured Parties hereunderParty hereunder with respect thereto, including reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the ObligationsObligations of Grantor, in such the order as set forth specified in Section 6.55.5, 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, without limitation, including Section 9-615 615(a)(3) of the New York UCC, and payment in full of the Debt, need the Administrative Agent Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawlaw and except as expressly provided herein, 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. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Collateral Agent, on behalf of itself, the Administrative Agent (subject to Section 7.4, at and the direction of the Required Lenders), on behalf of the other Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, to the Administrative Agent (subject to Section 7.4maximum extent permitted under applicable law, at the direction of the Required Lenders)Collateral Agent, 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), below or notices otherwise required by the DIP 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 waived, to the maximum extent permitted by lawunder applicable law unless otherwise provided in the DIP 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, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent, the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent, the Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 GrantorPledgor, which right rights or equity is equities are hereby waived and released. Each Grantor Pledgor 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 GrantorPledgor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.65.4, 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 the rights of the Administrative Agent, the Collateral Agent and the other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in accordance with Section 6.55.3, 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, without limitation, Section 9-615 615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any GrantorPledgor. To Notwithstanding the extent permitted by foregoing, the 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 Pledgor agrees is reasonable notice within the Administrative Agent or any other Secured Party arising out meaning of Section 9-611 of the exercise by them New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any rights hereundersale of Collateral. If any notice Such notice, in the 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 to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any remedies provided in this Section 5.4 shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other dispositionsubject to the Orders. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect Requirement of any Receivable subject to Retained Rights to the extent not permitted by applicable law)Law. Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Trustee, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent Collateral Trustee or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) Collateral Trustee or any 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 AgentCollateral 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 premises or elsewhere. The Administrative Agent Collateral Trustee and the Term Loan Agent, as applicable, 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 Collateral Trustee and the Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such order as set forth in accordance with Section 6.55.5, 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, without limitation, Section 9-615 615(a)(3) of the New York UCC, need the Administrative Agent Collateral Trustee or the Term Loan Agent, as applicable, 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 Collateral Trustee or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Collateral Agent, on behalf of itself, the Administrative Agent (subject to Section 7.4, at and the direction of the Required Lenders), on behalf of the other Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, to the Administrative Agent (subject to Section 7.4maximum extent permitted under applicable law, at the direction of the Required Lenders)Collateral Agent, 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), below or notices otherwise required by the DIP Credit Agreement) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived waived, to the maximum extent permitted by lawunder applicable law unless otherwise provided in the DIP 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, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent, the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent, the Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 the Grantor, which right rights or equity is equities are hereby waived and released. Each The 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 the 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 Agent, the Collateral Agent and the other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in accordance with Section 6.56.6, 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, without limitation, Section 9-615 615(a)(3) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to any the Grantor. To Notwithstanding the extent permitted by applicable lawforegoing, each the Collateral Agent shall give the Grantor waives all claims, damages and demands it may acquire against not less than 10 days’ written notice (which the Administrative Agent or any other Secured Party arising out Grantor agrees is reasonable notice within the meaning of Section 9-611 of the exercise by them New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any rights hereundersale of Collateral. If any notice Such notice, in the 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 to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any remedies provided in this Section 6.7 shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other dispositionsubject to the Orders. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured PartiesAgents and the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) 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 6.6, 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 Secured Parties Lenders hereunder, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such order as set forth in Section 6.56.5 shall proscribe, 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, without limitation, Section 9-615 504(1)(c) 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 Administrative Collateral Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsLoan Document, 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 (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by applicable law), may in such circumstances forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Collateral Agent’s claim or action and may collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) 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 releasedreleased to the extent permitted by applicable law. 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 Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral 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. Each Grantor further acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent (i) to fail to incur expenses reasonably deemed significant by the Collateral Agent 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, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, such as title, possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist the Collateral Agent in the collection or disposition of any of the Collateral. Each Grantor acknowledges that the purpose of this Section 6.6(a) is to provide non- exhaustive indications of what actions or omissions by the Collateral Agent would not be commercially unreasonable in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 6.6(a). Each Grantor hereby waives any claims 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 which might have been obtained at a public sale. 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 have the right to the extent permitted by applicable law to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. (b) The 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 Secured Parties hereunder, including reasonable and documented attorneys’ fees and disbursements in accordance with the terms of one counsel to all Secured Parties in the aggregateCredit Agreement, to the payment in whole or in part of the Obligations, in such order as set forth in Section 6.5, Obligations 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, without limitation, including Section 9-615 615(a) of the New York UCC, need the Administrative Collateral Agent account for the surplus, if any, to the respective Grantor. If the Collateral Agent sells any Grantorof the Collateral upon credit, the respective Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Agent and applied to Indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the respective Grantor shall be credited with Proceeds of the subsequent sale if, and as when received. 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. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. (b) If at any time when except to the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order extent that such sale may legally be effected without claims, damages and demands are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from primarily the gross negligence, willful misconduct or bad faith of such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstancesSecured Party.

Code and Other Remedies. (a) If any In each case subject to subsection 3.2, if an Event of Default has occurred and is continuing, the Administrative Agent (subject to Section 7.4, at the direction specified in subsection 8(f) of the Required Lenders)Credit Agreement shall occur and be continuing: The Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC Code or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, to the Administrative Agent (subject to Section 7.4extent permitted by applicable law, at the direction of the Required Lenders)Collateral Agent, 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 Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any other Secured Party shall have the right upon any such public sale or sales, andright, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Pledged 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 requestrequest (subject to the terms of any documentation governing any Special Purpose Financing), 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 Grantorthe Pledgor’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6subsection 6.3 up to an amount not to exceed, after deducting when aggregated with all other amounts paid, paid over to or collected or otherwise received by any Agent or any Secured Creditor at any time (upon the exercise of remedies or otherwise) pursuant to or in connection with this Agreement, any other Restricted Assets Collateral Document or the Pledged Collateral, the Maximum Aggregate Secured Amount, to all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Administrative Collateral Agent and the other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, and then to the payment in whole or in part of the ObligationsObligations of the Pledgor then due and owing, in such the order as set forth of priority specified in Section 6.5subsection 6.2 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, without limitation, Section 9-615 615(a)(3) of the New York UCCCode, need the Administrative Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor (i) the Pledgor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Pledged Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of the Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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), law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 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, in accordance with the provisions of Section 6.5, only 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 other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in is contemplated by Section 6.58.3 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615 615(a)(3) of the New York UCC, need but only to the Administrative Agent account for extent of the surplus, if any, owing 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 any of them of any rights hereunder, except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.other

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party Secured Party under the New York UCC (whether or not the UCC applies to the affected Collateral) and its rights under any other applicable law (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, without further 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 Grantor or any other Person (all and each of which demands, presentments, protests, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances (i) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may may, subject to pre-existing rights and licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Secured Party, on the Administrative Agent or any other Secured Party 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 riskrisk and (ii) give notice of sole control or any other instruction under any control agreement with any depositary bank, securities intermediary, credit card processor or other Person and take any action therein with respect to the Collateral subject thereto. The Administrative Agent (subject may store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal in the manner and to Section 7.4, at the direction of extent that the Required Lenders) Administrative 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 sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. 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, the Administrative Agent shall be entitled to use and apply any of the Secured Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent at such sale. 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. The foregoing will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. 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 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 have the net proceeds right to enter onto the property where any Collateral is located without any obligation to pay rent and take possession thereof with or without judicial process. The Administrative Agent shall have no obligation to marshal any of any action taken the Collateral. (b) Such Proceeds shall be applied or retained by it pursuant to this the Administrative Agent in accordance with Section 6.6, after deducting all 2.18(b) of the Credit Agreement. The reasonable costs and out-of-pocket expenses of every kind the Administrative Agent incurred in connection therewith or incidental with actions undertaken as provided in this Section 6.5, including with respect 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 Secured Parties hereunder, including reasonable shall be payable in accordance with the provisions of Section 9.03 of the Credit Agreement. (c) In the event of any Disposition of any of the Intellectual Property, the goodwill of the business connected with and documented fees and disbursements of one counsel symbolized by any Trademarks subject to all Secured Parties in the aggregatesuch Disposition shall be included, and, to the payment in whole or in part of extent required under applicable law, the Obligations, in such order as set forth in Section 6.5, and only after such application and after the payment by applicable Grantor shall supply the Administrative Agent or its designee with (i) copies of any other amount required by any such Grantor’s documents and things embodying such Grantor’s know-how and expertise, relating to the exploitation of such Intellectual Property, including the manufacture, distribution, advertising and sale of products or the provision of lawservices under such Intellectual Property, includingand (ii) copies of such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, without limitationdistribution, advertising and sale of such products and services. (d) For the purpose of enabling Administrative Agent to exercise rights and remedies under this Section 9-615 6.5 (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 Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to Administrative Agent, for the benefit of the New York UCCSecured Parties, need subject to pre-existing rights and licenses, (i) an irrevocable, nonexclusive, and assignable license (exercisable without payment of royalty or other compensation to such Grantor), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, practice, license, sublicense, and otherwise exploit any and all Intellectual Property now owned and held or hereafter acquired or created by such Grantor (which license shall include access to all media in which any of the licensed items may be recorded or stored and to all software and programs used for the compilation or printout thereof to the extent permitted by the terms of applicable licenses) and (ii) an irrevocable license (without payment of rent or other compensation to such Grantor) to use, operate and occupy all real property owned, operated, leased, subleased, or otherwise occupied by such Grantor. (e) The Administrative Agent account for shall incur no liability as a result of the surplussale of the Collateral, if anyor any part thereof, at any private or public sale pursuant to any Grantorthis Agreement conducted in accordance with the requirements of applicable laws. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire the Grantors hereby waive any claims against the Administrative Agent or any other and the Secured Party Parties arising out by reason of the exercise by them of any rights hereunder. If any notice of fact that the price at which the Collateral may have been sold at such a proposed private sale was less than the price that might have been obtained at a public sale or other disposition was less than the aggregate amount of Collateral shall be required by lawthe Secured Obligations, such notice shall be deemed reasonable and proper even if given at least ten days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine accepts the first offer received and does not offer the Collateral to exercise its right to sell all or more than one offeree, provided that such private sale is conducted in accordance with applicable laws and this Agreement. The Grantors hereby agree that in respect of any part sale of any of the Pledged Stock Collateral pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any stateterms hereof, the Administrative Agent is hereby expressly authorized to sell comply with any limitation or restriction in connection with such Pledged Stock sale as it may be advised by counsel is necessary in order to avoid any violation of applicable laws, or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority or official, and each Grantor further agrees that such part thereof by private sale compliance shall not, in and of itself, result in such manner and under such circumstances as sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall the Administrative Agent may deem commercially reasonable in order be liable or accountable to any Grantor for any discount allowed by reason of the fact that such sale may legally be effected without Collateral is sold in compliance with any such registration. The Administrative Agent shall sell all limitation or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstancesrestriction.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Grantor’s Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Trustee, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party Collateral Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) Collateral Trustee 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 AgentCollateral 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 premises or elsewhere. The Administrative Agent 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 Collateral Trustee and the Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Grantor’s Obligations, in such order as set forth in Section 6.5the Collateral Trustee may elect, 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, without limitation, Section 9-615 615(a)(3) of the New York UCC, need the Administrative Agent Collateral Trustee 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 Collateral Trustee arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC Brazilian law or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)Applicable Law. Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any other Secured Party Collateral Agent, or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of 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 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 Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, Secured Obligations in such order as set forth in accordance with Section 6.55.7, 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, without limitation, Section 9-615 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 Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice Notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given to each Grantor at least ten days (10) Business Days before such sale or other disposition. . Such notice, (a) in case of public sale, shall state the time and place fixed for such sale, (b) If in the case of sale at any time when a broker's board or on a securities exchange, shall state the Administrative Agent board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange, and (c) in the case of private sale, shall determine to exercise its right to sell all or any part state the principal terms of the Pledged Stock pursuant to this Sectionproposed private sale (including price, payment terms and if proposed purchaser). Any such Pledged Stock public sale shall be held at such time or times during ordinary business hours and at such place or places as the part thereof Collateral Agent or its assignee may fix in the notice of such sale. At any such public or private sale, the Collateral, or portion thereof, to be sold shall notmay be sold in one lot as an entirety or in separate parcels, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Collateral Agent or its assignee may deem commercially reasonable in order determine. The Collateral Agent or its assignee shall not be obligated to make any sale of Collateral if it shall determine not to do so or if it shall not have been so instructed by the Majority Holders, regardless of the fact that such notice of sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstanceshave been given.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC Code or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 or 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 other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such order as set forth in Section 6.5the 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, without limitation, Section 9-615 504(1)(c) of the New York UCCCode, 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, except to the extent arising as a result of the gross negligence or willful misconduct of the Administrative Agent or such other Secured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Agents and the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Any Agent (subject to Section 7.4, at the direction of the Required Lenders) or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of 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 Agents and the Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such order as set forth in Section 6.5the 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, without limitation, Section 9-615 615(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 any Agent or any other Secured Party arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of 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 6.67.6, 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 Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in accordance with Section 6.57.5, 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, without limitation, Section 9-615 615(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. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor Grantor, WIL or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any GrantorGrantor or WIL, as applicable, 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 6.6 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 Secured Parties hereunder, including reasonable and documented fees and disbursements of one counsel to all Secured Parties in the aggregate, to the payment in whole or in part of the Obligations, in such order as set forth in accordance with Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 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 and WIL waive all claims, damages and demands it may acquire against the Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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 Grantor Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) 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 GrantorPledgor, which right or equity is hereby waived and released. Each Grantor Pledgor 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 Pledgor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.67.4, 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 Secured Parties Lenders hereunder, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such order as set forth in Section 6.5the 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, without limitation, Section 9-615 504(1)(c) of the New York UCC, need the Administrative 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 the Administrative Agent or any other Secured Party Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is continuing, the Administrative Agent (be continuing but subject to Section 7.45.1(d), at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured PartiesSenior Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any other Secured Party Senior Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any Senior 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 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 Grantorthe Borrower’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 Secured Parties Senior Lenders hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, subject to the Intercreditor Agreement, in such order as set forth in Section 6.5the 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, without limitation, Section 9-615 615(a)(3) of the New York UCC, need the Administrative Collateral Agent 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 the Administrative Collateral Agent or any other Secured Party Senior Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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. Notwithstanding the foregoing, it is understood and agreed that any assignment of any Patent to the Collateral Agent or any other Person shall be subject to any licenses (and the rights granted therein) existing at the time of such assignment with respect to such Patent. 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 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 other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such the order as set forth specified in Section 6.5the Collateral Sharing 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, without limitation, Section 9-615 615(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 Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC UCC, PPSA or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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), law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 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, in accordance with the provisions of Section 6.5, only 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 other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in is contemplated by Section 6.58.3 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615 615(a)(3) of the New York UCC, need but only to the Administrative Agent account for extent of the surplus, if any, owing 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 any of them of any rights hereunder, except to the extent caused by the gross negligence, bad faith or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured PartiesAgent and Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC Code, or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable foreign or domestic law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4if an Event of Default shall occur or be continuing, at the direction of the Required Lenders)Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. The Administrative Agent (subject may disclaim any warranties that might arise in connection with any such lease, assignment, grant of option or other disposition of Collateral and have no obligation to Section 7.4, provide any warranties at the direction of the Required Lenders) such time. 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. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agreesagrees after an Event of Default has occurred and is 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 Secured Parties Lenders hereunder, including reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, Secured Obligations in such order as set forth in a manner that is consistent with the provisions of Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 2.10.2 of the New York UCC, need the Administrative Agent account for the surplus, if any, to any GrantorCredit Agreement. 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 Lender arising out of the exercise by them of any rights hereunder, except to the extent such claims, damages or demands arise from the gross negligence or willful misconduct of the Agent or Lenders as determined by a court of competent jurisdiction in a non-appealable order. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if so long as (a) it is given at least ten 15 days before such sale or other disposition. , and (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, contains such information as may be prescribed by applicable law. [Biotricity] Guarantee and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.Collateral Agreement

Code and Other Remedies. (a) If any Subject to the terms of the Intercreditor Agreements, if an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of 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 Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such the order as set forth in Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 615(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. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is ----------------------- be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Collateral Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of 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 6.6, 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 Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such order as set forth in Section 6.5the 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, without limitation, Section 9-615 504(1)(c) 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 Administrative Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Pari Passu Collateral Agent, on behalf of itself, the Administrative Agent (subject to Section 7.4, at and the direction of the Required Lenders), on behalf of the other Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, to the Administrative Agent (subject to Section 7.4maximum extent permitted under applicable law, at the direction of the Required Lenders)Pari Passu Collateral Agent, 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), below or notices otherwise required by the Credit Agreement) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived waived, to the maximum extent permitted by lawunder 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, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent, the Pari Passu Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent, the Pari Passu Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 the Grantor, which right rights or equity is equities are hereby waived and released. Each The Grantor further agrees, at the Administrative Pari Passu Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Pari Passu Collateral Agent at places which the Administrative Pari Passu Collateral Agent shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Administrative Pari Passu 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 Agent, the Pari Passu Collateral Agent and the other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in accordance with Section 6.56.6, and only after such application and after the payment by the Administrative Pari Passu Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 615(a)(3) of the New York UCC, need the Administrative Pari Passu Collateral Agent account for the surplus, if any, to any the Grantor. To Notwithstanding the extent permitted by applicable lawforegoing, each the Pari Passu Collateral Agent shall give the Grantor waives all claims, damages and demands it may acquire against not less than 10 days’ written notice (which the Administrative Agent or any other Secured Party arising out Grantor agrees is reasonable notice within the meaning of Section 9-611 of the exercise by them New York UCC or its equivalent in other jurisdictions) of the Pari Passu Collateral Agent’s intention to make any rights hereundersale of Collateral. If any notice Such notice, in the 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 to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any remedies provided in this Section 6.7 shall be required by law, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. (b) If at any time when subject to the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registrationABL Intercreditor Agreement. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.LEGAL_US_E # 147952510.6

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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), law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 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, in accordance with the provisions of Section 6.5, only 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 other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in is contemplated by Section 6.58.3 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615 615(a)(3) of the New York UCC, need but only to the Administrative Agent account for extent of the surplus, if any, owing 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 any of them of any rights hereunder, except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. . If an Event of Default has occurred and is continuing, Administrative Agent may, in addition to other rights and remedies provided for herein, in the other Loan Documents, or otherwise available to it under applicable law and without the requirement of notice to or upon any Grantor or any other Person (bwhich notice is hereby expressly waived to the maximum extent permitted by the Code or any other applicable law), (i) If at with respect to any time when Grantor’s Deposit Accounts in which Administrative Agent’s Liens are perfected by control under Section 9-104 or any other section of the UCC, instruct the bank maintaining such Deposit Account for the applicable Grantor to pay the balance of such Deposit Account to or for the benefit of the Administrative Agent, and (ii) with respect to any Grantor’s Securities Accounts in which Administrative Agent’s Liens are perfected by control under Section 9-106 or any other section of the UCC, instruct the securities intermediary maintaining such Securities Account for the applicable Grantor to (A) transfer any cash in such Securities Account to or for the benefit of Administrative Agent, or (B) liquidate any financial assets in such Securities Account that are customarily sold on a recognized market and transfer the cash proceeds thereof to or for the benefit of Administrative Agent. Each Grantor hereby acknowledges that the Secured Obligations arise out of a commercial transaction, and agrees that if an Event of Default shall occur and be continuing Administrative Agent shall determine to exercise its have the right to sell all or any part an immediate writ of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws possession without notice of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registrationa hearing. The Administrative Agent shall sell all have the right to the appointment of a receiver for the properties and assets of each Grantor, and each Grantor hereby consents to such rights and such appointment and hereby waives any objection such Grantor may have thereto or any part of the Pledged Stock at right to have a price which the bond or other security posted by Administrative Agent deems commercially reasonable under the circumstancesAgent.

Code and Other Remedies. (a) If any Subject to each applicable Intercreditor Agreement, if an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)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 them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the ObligationsObligations to the extent permitted by applicable law, all rights and remedies of a secured party under the New York UCC or Code and under any other applicable law (except and in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, to the Administrative Agent (extent permitted by applicable law and subject to Section 7.4each applicable Intercreditor Agreement, at the direction of the Required Lenders)Note Collateral Agent, 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 Grantor Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances (but shall not be obligated to), forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Note Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) shall have the right upon any such public sale or sales, and, to To the extent permitted by lawlaw and subject to each applicable Intercreditor Agreement, 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 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 Note Collateral Agent’s requestrequest (subject to each applicable 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 GrantorGranting Party’s premises or elsewhere. The Administrative Note 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 Note Collateral Agent and the other Secured Parties hereunder, including reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, 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 set forth of priority specified in Section Subsection 6.5, 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, without limitation, including Section 9-615 615(a)(3) of the New York UCCCode, need the Administrative Note 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 Administrative Note Collateral Agent or any other Secured Party arising out of the exercise by them repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Note Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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), law) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances after the occurrence and during the continuance of an Event of Default, forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) or any 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 Agent’s written 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, in accordance with the provisions of Section 6.5, only 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 other Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Obligations, in such order as set forth in is contemplated by Section 6.58.3 of the Credit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615 615(a)(3) of the New York UCC, need but only to the Administrative Agent account for extent of the surplus, if any, owing 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 any of them of any rights hereunder, except to the extent caused by the gross negligence or willful misconduct of the Administrative Agent or such Secured Party or their respective agents. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any During the continuance of an Event of Default has occurred and is continuingDefault, the Administrative each Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders), on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)each Collateral Agent, without further demand of performance or PLEDGE AND SECURITY AGREEMENT PRESTIGE BRANDS, INC. 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 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, 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 the Administrative either Collateral Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Each Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) 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 either Collateral Agent’s 's request, to assemble the Collateral and make it available to the Administrative such Collateral Agent at places which the Administrative that such Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Administrative Each Collateral 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 such Collateral Agent and the any other applicable Secured Parties Party hereunder, including reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in Section 6.5the Credit Agreement shall prescribe, and only after such application and after the payment by the Administrative such Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 of the New York UCC, need the Administrative such 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 Administrative either Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when the Administrative Agent shall determine to exercise its right to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstances.

Code and Other Remedies. (a) If any an Event of Default has occurred shall occur and is be continuing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Guaranty and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law (except in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law). Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders)Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent (subject to Section 7.4, at the direction of the Required Lenders) or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of 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 6.66.6 with respect to any Grantor's Collateral, 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 of such Grantor or in any way relating to the Collateral of such Grantor or the rights of the Administrative Agent and the Secured Parties hereunderhereunder with respect thereto, including including, without limitation, reasonable and documented attorneys' fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the ObligationsObligations of such Grantor, in such the order as set forth specified in Section 6.5, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 615(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. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten 10 days before such sale or other disposition. (b) If at any time when . In the event that the Administrative Agent shall determine to exercise its right elects not to sell all or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any stateCollateral, the Administrative Agent is hereby expressly 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 sell such Pledged Stock or such part thereof by private sale apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in such manner and under such circumstances as the Administrative Agent may deem this Guaranty shall constitute disposition in a commercially reasonable in order that such sale may legally be effected without such registrationmanner. The Administrative Agent shall sell all may appoint any Person as agent to perform any act or acts necessary or incident to any part sale or transfer of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstancesCollateral.

Code and Other Remedies. (a) If any Subject to the Pari Passu Intercreditor Agreement, if an Event of Default has shall have occurred and is be continuing, the Administrative Notes Collateral Agent (subject to Section 7.4, acting at the written direction of the Required LendersMajority Holders), on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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) or its rights under any other applicable law (except or in respect of any Receivable subject to Retained Rights to the extent not permitted by applicable law)equity. Without limiting the generality of the foregoing, the Administrative Agent (subject to Section 7.4the Pari Passu Intercreditor Agreement, at the direction of the Required Lenders)Notes Collateral Agent, 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 Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by lawwaived), 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, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Notes Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it the Majority Holders may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Notes Collateral Agent (subject to Section 7.4, at the direction of the Required Lenders) or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of 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 Notes Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Notes 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 Notes Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Notes Collateral 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. Each Grantor agrees that it would not be commercially unreasonable for the Notes Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Notes 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 which might have been obtained at a public sale, even if the Notes Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree; provided that any such sale shall be conducted in a commercially reasonable manner (it being understood and agreed that, the terms of a commercially reasonable sale expressly agreed in this Section 5.6 shall apply to any such sale). Subject to the Pari Passu Intercreditor Agreement, each Grantor further agrees, at the Administrative Notes Collateral Agent’s request, to assemble the Collateral and make it available to the Administrative Notes Collateral Agent at places which the Administrative Notes Collateral Agent (acting at the written direction of the Majority Holders) shall reasonably select, whether at such Grantor’s premises or elsewhere. The Administrative Subject to the Pari Passu Intercreditor Agreement, the Notes Collateral 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 Notes Collateral Agent and the Secured Parties hereunder, including including, without limitation, reasonable and documented attorneys’ fees and disbursements of one counsel to all Secured Parties in the aggregatedisbursements, to the payment in whole or in part of the Secured Obligations, in such order as set forth in accordance with Section 6.55.5 hereof, and only after such application and after the payment by the Administrative Notes Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615 615(a)(3) of the New York UCC, need the Administrative Notes 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 Administrative Notes Collateral Agent or any other Secured Party arising out of the exercise by them of any rights hereunder. If , other than any notice such claims, damages and demands found by a final and non-appealable decision of a proposed sale court of competent jurisdiction to have resulted from the bad faith, gross negligence or other disposition willful misconduct of the Notes Collateral shall be required by lawAgent or such Secured Party, such notice shall be deemed reasonable and proper if given at least ten days before such sale or other disposition. (b) If at any time when the Administrative as applicable. The Notes Collateral Agent shall determine to exercise its have the right to sell all enter onto the property where any Collateral is located and take possession thereto with or any part of the Pledged Stock pursuant to this Section, and if such Pledged Stock or the part thereof to be sold shall not, for any reason whatsoever, be effectively registered under the Securities Act or the securities laws of any state, the Administrative Agent is hereby expressly authorized to sell such Pledged Stock or such part thereof by private sale in such manner and under such circumstances as the Administrative Agent may deem commercially reasonable in order that such sale may legally be effected without such registration. The Administrative Agent shall sell all or any part of the Pledged Stock at a price which the Administrative Agent deems commercially reasonable under the circumstancesjudicial process.