Common use of Acceleration and Remedies Clause in Contracts

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. (a) Upon the acceleration occurrence and during the continuation of the obligations under the Credit Agreement pursuant to Section 8.1 thereofan Event of Default, the Obligations Administrative Agent may (and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, shall) exercise any or all of the following rights and remedies: 5.2.1 (i) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Facility Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 (ii) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law Applicable Law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (iii) Without notice except as specifically provided in Section 8.1 8.01 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private salesale or sales (which sales may be adjourned or continued from time to time with or without notice), for cash, on credit or for future deliverydelivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable. . (iv) Concurrently with written notice to Parent, exercise any and all voting and other rights with respect to the Pledged Collateral. (v) Concurrently with written notice to Parent, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof. (b) In connection with the exercise of any remedies in Section 6.01(a) above: (i) The Administrative Agent, on behalf of itself and the secured partiesother Secured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. (ii) The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption Parent hereby expressly releases. (iii) Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. IfThe Administrative Agent may, after if it so elects, seek the Credit Agreement has terminated by its terms appointment of a receiver or keeper to take possession of Collateral and all to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. (iv) Notwithstanding the foregoing, neither the Administrative Agent nor any other Secured Parties shall be required to (a) make any demand upon, or pursue or exhaust any of their rights or remedies against, Parent, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor, any other collateral therefor or any direct or indirect guarantee thereof, (b) marshal the Collateral, any such other collateral or any guarantee of the Obligations or to resort to the Collateral, any such other collateral or any such guarantee in any particular order, or (c) effect a public sale of any Collateral. (v) If, at any time when the Administrative Agent shall determine to exercise its right to sell the whole or any part of the Pledged Collateral hereunder and the Pledged Collateral or the part thereof to be sold shall or may not, for any reason whatsoever, be effectively registered under the Securities Act, the Administrative Agent may, in accordance with applicable securities laws, proceed to make such private sale notwithstanding that a registration statement for the purpose of registering such Pledged Collateral or part thereof could be or shall have been paid filed under the Securities Act (or similar statute), (y) may approach and negotiate with a single possible purchaser to effect such sale, and (z) may restrict such sale to purchasers each of whom is an accredited investor under the Securities Act and who will represent and agree that such purchaser is purchasing for its own account, for investment and not with a view to the distribution or sale of such Pledged Collateral or any part thereof. Parent acknowledges that any such private sale may result in fullprices and other terms less favorable to the seller than if such sale were a public sale and, there remain Rate Management Obligations outstandingnotwithstanding such circumstances, the Required Secured Parties may exercise the remedies provided agrees that any such private sale shall not be deemed to have been made in this Section 5.2 upon the occurrence a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any event which of the Pledged Collateral for the period of time necessary to permit Parent or the Borrower to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if Parent and the Borrower would allow or require the termination or acceleration agree to do so. (vi) The proceeds of any Rate Management Obligations pursuant to the terms sale or disposition of the agreement governing any Rate Management TransactionCollateral shall be applied in accordance with the Priority of Payments.

Acceleration and Remedies. Upon the acceleration occurrence and continuance of the obligations an Event of Default under the Credit Loan Agreement pursuant to Section 8.1 thereofor any other Loan Document, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, Party may exercise any or all of the following rights and remedies: 5.2.1 Those (a) Exercise any or all of those rights and remedies provided in this Security Agreement, the Credit Loan Agreement, or any other Loan Document, provided that this Section 5.2.1 paragraph shall not be understood to limit any rights or remedies available to the Agent and the Lenders Secured Party prior to a an Event of Default. 5.2.2 Those (b) Exercise any or all of those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 6.2 or elsewhere herein, sell, lease, license, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Secured Party may deem commercially reasonable. The Agent. (d) Require Debtor to, on behalf and Debtor hereby agrees that it will at its expense and upon request of Secured Party, assemble and make available to Secured Party the Collateral and all records relating thereto at any place or places specified by Secured Party. (e) Prior to the disposition of any Collateral, (i) to the extent permitted by applicable law, enter, with or without process of law and without breach of peace, any premises where any of the secured partiesCollateral is or may be located, may comply with and without charge or liability to Secured Party, seize and remove such Collateral from such premises, (ii) have access to and use Debtor’s books, records and information relating to the Collateral, and (iii) store or transfer any applicable state of the Collateral, without charge in or federal law requirements by means of any storage or transportation facility owned or leased by Debtor, process, repair or recondition any of the Collateral or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate and, in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by Debtor. (f) Reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure. (g) Dispose of, at its office, on the premises of Debtor or elsewhere, all or any part of the Collateral, as a disposition unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be made from time to time, and compliance will not be considered to adversely affect the commercial reasonableness of at any sale of the Collateral. Iftime, after the Credit Agreement has terminated by its terms and until all of the Collateral has been sold or until all of the Secured Obligations have been paid and performed in full), there remain Rate Management Obligations outstandingand at any such sale it shall not be necessary to exhibit any of the Collateral. (h) Buy the Collateral, or any part thereof, at any public sale. (i) Buy the Required Secured Parties may exercise Collateral, or any part thereof, at any private sale if the remedies provided Collateral is of a type customarily sold in this Section 5.2 upon a recognized market or is of a type which is the occurrence subject of widely distributed standard price quotations. (j) Apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any event which would allow part thereof, and Debtor hereby consents to any such appointment. (k) Grant or require the termination issue any exclusive or acceleration non-exclusive license under or with respect to any of any Rate Management Obligations pursuant Debtor’s Intellectual Property (subject to the terms rights of third parties under pre-existing licenses) included in the agreement governing Collateral. (l) Endorse Debtor’s name on all applications and other documentation necessary or desirable in order for Secured Party to use any Rate Management Transactionsuch Intellectual Property included in the Collateral or covered by the Loan Agreement.

Acceleration and Remedies. 5.1.1 Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, the Obligations under the Credit Agreement and, to the extent provided for under the Rate Management Transactions Swap Agreements and the Banking Services Agreements evidencing the same, the Rate Management Swap Obligations and the Banking Services Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 (i) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 clause (i) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Secured Parties prior to a Default. 5.2.2 (ii) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (iii) Give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral. (iv) Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private salesale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises of elsewhere), for cash, on credit or for future deliverydelivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable. . (v) Concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof. 5.1.2 The Administrative Agent, on behalf of the secured partiesSecured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If. 5.1.3 The Administrative Agent shall have the right upon any such public sale or sales and, after to the Credit Agreement has terminated extent permitted by its terms and all law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases. 5.1.4 Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. 5.1.5 Notwithstanding the foregoing, neither the Administrative Agent nor any other Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. 5.1.6 Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with Section 5.1.1 above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been paid made in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing Pledged Collateral for the period of time necessary to permit any Rate Management TransactionGrantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions and Banking Services Agreements evidencing the same, the Rate Management Obligations and Banking Services Obligations, as applicable, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations or Banking Services Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations or Banking Services Obligations pursuant to the terms of the agreement governing any Rate Management TransactionTransaction or Banking Services Agreement, as applicable.

Acceleration and Remedies. Upon the acceleration occurrence of the obligations an Event of Default under the Credit Agreement pursuant Amended and Restated Indenture or any other Note Document, subject to Section 8.1 thereofthe Intercreditor Agreement, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, with the concurrence or at the direction of the Required Secured Parties, may exercise any or all of the following rights and remedies: 5.2.1 Those (a) Exercise any or all of those rights and remedies provided in this Security Agreement, the Credit AgreementAmended and Restated Indenture, or any other Loan Note Document, provided that this Section 5.2.1 paragraph shall not be understood to limit any rights or remedies available to the Collateral Agent and the Lenders prior to a an Event of Default. 5.2.2 Those (b) Exercise any or all of those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 6.2 or elsewhere herein, sell, lease, license, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Neither the Collateral Agent, on behalf of the secured parties, may comply ’s compliance with any applicable state or federal law requirements in connection with a disposition the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral and compliance will not Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. To the extent permitted by applicable law, the Issuer 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 sale time in the future have under any rule of law or statute now existing or hereafter enacted. (d) Require the Issuer to, and the Issuer hereby agrees that it will at its expense and upon request of the Collateral Agent, assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent. (e) Prior to the disposition of any Collateral, (1) to the extent permitted by applicable law, enter, with or without process of law and without breach of peace, any premises where any of the Collateral is or may be located, and without charge or liability to the Collateral Agent, seize and remove such Collateral from such premises, (2) have access to and use the Issuer’s books, records and information relating to the Collateral, and (3) store or transfer any of the Collateral. If, after without charge in or by means of any storage or transportation facility owned or leased by the Credit Agreement has terminated Issuer, process, repair or recondition any of the Collateral or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by the Issuer. (f) Reduce its terms claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure. (g) Dispose of, at its office, on the premises of the Issuer or elsewhere, all or any part of the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust the Collateral Agent's power of sale, but sales may be made from time to time, and at any time, until all of the Collateral has been sold or until all of the Secured Obligations have been paid and performed in full), there remain Rate Management Obligations outstanding, and at any such sale it shall not be necessary to exhibit any of the Required Collateral. (h) Buy (or allow one or more of the Secured Parties may exercise to buy) the remedies provided Collateral, or any part thereof, at any public sale. (i) Buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in this Section 5.2 upon a recognized market or is of a type which is the occurrence subject of widely distributed standard price quotations. (j) Apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any event which would allow part thereof, and the Issuer hereby consents to any such appointment. (k) Grant or require issue any exclusive or non-exclusive license under or with respect to any of the termination or acceleration of any Rate Management Obligations pursuant Issuer’s Intellectual Property and Franchises (subject to the terms rights of third parties under pre-existing licenses) included in the Collateral. (l) Endorse the Issuer’s name on all applications and other documentation necessary or desirable in order for the Collateral Agent to use any such Intellectual Property and Franchises of the agreement governing any Rate Management TransactionObligors including in the Collateral or covered by the Amended and Restated Indenture.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.1.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 5.1.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 5.1.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 5.1.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 5.1 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York Illinois UCC (whether or not the New York Illinois UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. (a) Upon the acceleration occurrence and during the continuation of the obligations under the Credit Agreement pursuant to Section 8.1 thereofan Event of Default, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, with the concurrence or at the direction of the Required Secured Parties, may exercise any or all of the following rights and remedies: 5.2.1 (i) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Transaction Document, provided that this Section 5.2.1 clause (i) shall not be understood to limit any rights or remedies available to the Collateral Agent and the Lenders prior to a an Event of Default. 5.2.2 (ii) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 Without (iii) Upon written notice except as specifically provided in Section 8.1 or elsewhere hereinto Pledgor, sell, lease, assign, grant an option or options to purchase or otherwise dispose of of, deliver, or realize upon, the Pledged Collateral or any part thereof in one or more parcels at public or private salesale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at Pledgor’s premises or elsewhere), for cash, on credit or for future deliverydelivery without assumption of any credit risk, and upon such other terms as the Collateral Agent may deem commercially reasonable. . (iv) Upon written notice to Pledgor, transfer, exchange and register in its name or in the name of its nominee the whole or any part certificates or instruments representing or evidencing Pledged Collateral (if any) for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Collateral Agent was the outright owner thereof. (b) The Agent, on behalf of the secured parties, Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Pledged Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Pledged Collateral. (c) The Collateral Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent, the whole or any part of the Pledged Collateral so sold, free of any right of equity redemption, which equity redemption Pledgor hereby expressly releases. (d) Until the Collateral Agent is able to effect a sale, lease, or other disposition of Pledged Collateral, the Collateral Agent shall have the right to hold or use Pledged Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Pledged Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. IfThe Collateral Agent may, after if it so elects, seek the Credit Agreement has terminated by its terms appointment of a receiver or keeper to take possession of Pledged Collateral and all to enforce any of the Collateral Agent’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. (e) Notwithstanding the foregoing, the Collateral Agent shall not be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, the Company, any other obligor, guarantor, Pledgor or any other Person with respect to the payment and performance of the Obligations have been paid or to pursue or exhaust any of their rights or remedies with respect to any Pledged Collateral therefor, any other collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Pledged Collateral, any such other collateral or any guarantee of the Obligations or to resort to the Pledged Collateral, any such other pledged collateral or any such guarantee in fullany particular order, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence or (iii) effect a public sale of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management TransactionPledged Collateral.

Acceleration and Remedies. Upon the acceleration occurrence and during the continuation of the obligations under the Credit Agreement pursuant to Section 8.1 thereofan Event of Default, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, with the concurrence or at the direction of the Required Requisite Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Collateral Agent and the Lenders Secured Parties prior to a an Event of Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent, on behalf of the secured partiesSecured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Secured Obligations (as defined in the Intercreditor Agreement) have been paid in full, there remain Rate Management Obligations or Banking Services Obligations outstanding, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations or Banking Services Obligations pursuant to the terms of the agreement governing any Rate Management TransactionTransaction or Banking Services Agreement, as applicable.

Acceleration and Remedies. Upon the acceleration of the obligations Obligations under the any Credit Agreement pursuant to Section 8.1 Article VII thereof, the Obligations under such Credit Agreement and, to the extent provided for under the Rate Management Transactions Hedging Agreements evidencing the same, the Rate Management ObligationsObligations under the Hedging Agreements, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the any Credit Agreement, or any other Loan Credit Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the each Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstandingoutstanding obligations under the Hedging Agreements, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations obligations under the Hedging Agreements pursuant to the terms of the agreement governing any Rate Management TransactionHedging Agreement.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent Lender may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Credit Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders Lender prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York Arizona UCC (whether or not the New York Arizona UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Lender may deem commercially reasonable. The Agent, on behalf of the secured parties, Lender may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration occurrence of the obligations an Event of Default under the Credit Loan Agreement pursuant to Section 8.1 thereofor any other Loan Document, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, Party may exercise any or all of the following rights and remedies: 5.2.1 Those (a) exercise any or all of those rights and remedies provided in this Security Agreement, the Credit Loan Agreement, or any other Loan Document, provided that this Section 5.2.1 paragraph shall not be understood to limit any rights or remedies available to the Agent and the Lenders Secured Party prior to a an Event of Default.; 5.2.2 Those (b) exercise any or all of those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement.; 5.2.3 Without (c) without notice except as specifically provided in Section 8.1 6.2 or elsewhere herein, sell, lease, license, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Secured Party may deem commercially reasonable. The Agent; (d) require any Debtor to, on behalf and each Debtor hereby agrees that it will at its expense and upon request of Secured Party, assemble and make available to Secured Party the Collateral and all records relating thereto at any place or places specified by Secured Party; (e) prior to the disposition of any Collateral, (i) to the extent permitted by applicable law, enter, with or without process of law and without breach of peace, any premises where any of the secured partiesCollateral is or may be located, may comply with and without charge or liability to Secured Party, seize and remove such Collateral from such premises, (ii) have access to and use each Debtor's books, records and information relating to the Collateral, and (iii) store or transfer any applicable state of the Collateral, without charge in or federal law requirements by means of any storage or transportation facility owned or leased by any Debtor, process, repair or recondition any of the Collateral or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate and, in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by such Debtor; (f) reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure; (g) dispose of, at its office, on the premises of any Debtor or elsewhere, all or any part of the Collateral, as a disposition unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party's power of sale, but sales may be made from time to time, and compliance will not be considered to adversely affect the commercial reasonableness of at any sale of the Collateral. Iftime, after the Credit Agreement has terminated by its terms and until all of the Collateral has been sold or until all of the Secured Obligations have been paid and performed in full), there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of and at any event which would allow or require the termination or acceleration of such sale it shall not be necessary to exhibit any Rate Management Obligations pursuant to the terms of the agreement governing Collateral; (h) buy the Collateral, or any Rate Management Transactionpart thereof, at any public sale; (i) buy the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations; and (j) apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and each Debtor hereby consents to any such appointment.

Acceleration and Remedies. Upon the acceleration occurrence of the obligations an Event of Default under the Credit Loan Agreement pursuant to Section 8.1 thereofor any other Loan Document, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, Party may exercise any or all of the following rights and remedies: 5.2.1 Those (a) Exercise any or all of those rights and remedies provided in this Security Agreement, the Credit Loan Agreement, or any other Loan Document, provided that this Section 5.2.1 paragraph shall not be understood to limit any rights or remedies available to the Agent and the Lenders Secured Party prior to a an Event of Default. 5.2.2 Those (b) Exercise any or all of those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 6.2 or elsewhere herein, sell, lease, license, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Secured Party may deem commercially reasonable. The Agent. (d) Require Debtor to, on behalf and Debtor hereby agrees that it will at its expense and upon request of Secured Party, assemble and make available to Secured Party the Collateral and all records relating thereto at any place or places specified by Secured Party. (e) Prior to the disposition of any Collateral, (i) to the extent permitted by applicable law, enter, with or without process of law and without breach of peace, any premises where any of the secured partiesCollateral is or may be located, may comply with and without charge or liability to Secured Party, seize and remove such Collateral from such premises, (ii) have access to and use Debtor’s books, records and information relating to the Collateral, and (iii) store or transfer any applicable state of the Collateral, without charge in or federal law requirements by means of any storage or transportation facility owned or leased by Debtor, process, repair or recondition any of the Collateral or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate and, in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by Debtor. (f) Reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure. (g) Dispose of, at its office, on the premises of Debtor or elsewhere, all or any part of the Collateral, as a disposition unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be made from time to time, and compliance will not be considered to adversely affect the commercial reasonableness of at any sale of the Collateral. Iftime, after the Credit Agreement has terminated by its terms and until all of the Collateral has been sold or until all of the Secured Obligations have been paid and performed in full), there remain Rate Management Obligations outstandingand at any such sale it shall not be necessary to exhibit any of the Collateral. (h) Buy the Collateral, or any part thereof, at any public sale. (i) Buy the Required Secured Parties may exercise Collateral, or any part thereof, at any private sale if the remedies provided Collateral is of a type customarily sold in this Section 5.2 upon a recognized market or is of a type which is the occurrence subject of widely distributed standard price quotations. (j) Apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any event which would allow part thereof, and Debtor hereby consents to any such appointment. (k) Grant or require the termination issue any exclusive or acceleration non-exclusive license under or with respect to any of any Rate Management Obligations pursuant Debtor’s Intellectual Property (subject to the terms rights of third parties under pre-existing licenses) included in the agreement governing Collateral. (l) Endorse Debtor’s name on all applications and other documentation necessary or desirable in order for Secured Party to use any Rate Management Transactionsuch Intellectual Property included in the Collateral or covered by the Loan Agreement.

Acceleration and Remedies. Upon the acceleration occurrence and during the continuance of the obligations under the Credit Agreement pursuant to Section 8.1 thereofan Event of Default, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, with the concurrence or and at the direction of the Required Secured PartiesLenders shall, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or Agreement and/or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Collateral Agent and the Lenders prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future deliverydelivery without assumption of any credit risk, and and, in each case, upon such other terms as the Agent may deem commercially reasonablereasonable terms. The Collateral Agent, on behalf of the secured partiesHolders of Secured Obligations, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, due and payable matured Swap Obligations owing to one or more Lenders or their respective Affiliates, then such Lenders and Affiliates may, if the Required Secured Parties may Collateral Agent then no longer intends to remain in such capacity, designate for their collective benefit a single Person to act as replacement collateral agent for them, and such collateral agent may, until the termination of this Security Agreement, exercise the remedies provided in this Section 5.2 upon the occurrence of for any event which would allow or require the termination or acceleration of any Rate Management outstanding Swap Obligations pursuant to the terms of the agreement governing any Rate Management Transactionor Banking Services Obligations.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Subsidiary Security Agreement, the Credit Agreement, or any other Loan Document, provided that this this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration by the Secured Party of the Grantor’s obligations under the Credit Agreement pursuant to Section 8.1 thereofNote, the Secured Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, Secured Party may exercise in accordance with the concurrence or at the direction of the Required Secured Parties, exercise applicable law any or all of the following rights and remediesremedies in addition to the rights and remedies provided for in the Note: 5.2.1 5.1.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 5.1.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders Secured Party prior to a an Event of Default. 5.2.2 5.1.2 Those rights and remedies available to a secured party under the New York Delaware UCC (whether or not the New York Delaware UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 5.1.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, the right to sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Secured Party may deem commercially reasonable. The Agent, on behalf of the secured parties, Secured Party may comply with purchase all or any applicable state or federal law requirements in connection with a disposition part of the Collateral at public or, if permitted by law, private sale, and compliance will in lieu of actual payment of such purchase price, may set off the amount of such purchase price against the Secured Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Subject to the rights of lessors, mortgagees or other third parties, the Secured Party shall have the right to conduct such sales on the premises of the Grantor, at the expense of the Grantor, or elsewhere, on such occasion or occasions as they may see fit. The net proceeds realized by the Secured Party upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys’ fees and legal expenses incurred by the Secured Party in connection therewith, shall be applied as provided herein toward satisfaction of the Secured Obligations. The Secured Party shall account for and pay to the Grantor any surplus realized upon such sale or other disposition, and the Grantor shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not be considered to adversely affect the commercial reasonableness of any sale of Secured Party’s security interest in the Collateral. If, after The Grantor agrees that the Credit Agreement Secured Party has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant no obligation to preserve rights to the terms of the agreement governing Collateral against any Rate Management Transactionother parties.

Acceleration and Remedies. Upon the acceleration occurrence and continuance of the obligations under the Credit Agreement pursuant to Section 8.1 thereofa Default, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, in accordance with the concurrence or at the direction terms of the Required Secured PartiesSenior Creditor Documents, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Senior Creditor Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Collateral Agent and the Lenders Secured Parties prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Collateral Agent, on behalf of the secured partiesSecured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement, the Note Agreement has and the other documents evidencing the Obligations have terminated by its their terms and all of the Secured Obligations have been paid in full, there remain Rate Management outstanding Swap Obligations outstandingor Banking Services Obligations, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Swap Obligations pursuant to the terms by a party thereto other than a Grantor or Banking Services Obligations, provided that no such remedies may be exercised following termination of the agreement governing any Rate Management Transactionthis Security Agreement as provided in Section 8.12.

Acceleration and Remedies. Upon the acceleration occurrence and continuance of the obligations an Event of Default under the Credit Loan Agreement pursuant to Section 8.1 thereofor any other Loan Document, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, Party may exercise any or all of the following rights and remedies: 5.2.1 Those (a) Exercise any or all of those rights and remedies provided in this Security Agreement, the Credit Loan Agreement, or any other Loan Document, provided that this Section 5.2.1 paragraph shall not be understood to limit any rights or remedies available to the Agent and the Lenders Secured Party prior to a an Event of Default. 5.2.2 Those (b) Exercise any or all of those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 6.2 or elsewhere herein, sell, lease, license, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Secured Party may deem commercially reasonable. The Agent. (d) Require Debtor to, on behalf and Xxxxxx hereby agrees that it will at its expense and upon request of Secured Party, assemble and make available to Secured Party the Collateral and all records relating thereto at any place or places specified by Secured Party. (e) Prior to the disposition of any Collateral, (i) to the extent permitted by applicable law, enter, with or without process of law and without breach of peace, any premises where any of the secured partiesCollateral is or may be located, may comply with and without charge or liability to Secured Party, seize and remove such Collateral from such premises, (ii) have access to and use Debtor’s books, records and information relating to the Collateral, and (iii) store or transfer any applicable state of the Collateral, without charge in or federal law requirements by means of any storage or transportation facility owned or leased by Debtor, process, repair or recondition any of the Collateral or otherwise prepare it for disposition in any manner and to the extent Secured Party deems appropriate and, in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by Debtor. (f) Reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure. (g) Dispose of, at its office, on the premises of Debtor or elsewhere, all or any part of the Collateral, as a disposition unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’s power of sale, but sales may be made from time to time, and compliance will not be considered to adversely affect the commercial reasonableness of at any sale of the Collateral. Iftime, after the Credit Agreement has terminated by its terms and until all of the Collateral has been sold or until all of the Secured Obligations have been paid and performed in full), there remain Rate Management Obligations outstandingand at any such sale it shall not be necessary to exhibit any of the Collateral. (h) Buy the Collateral, or any part thereof, at any public sale. (i) Buy the Required Secured Parties may exercise Collateral, or any part thereof, at any private sale if the remedies provided Collateral is of a type customarily sold in this Section 5.2 upon a recognized market or is of a type which is the occurrence subject of widely distributed standard price quotations. (j) Apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any event which would allow part thereof, and Debtor hereby consents to any such appointment. (k) Grant or require the termination issue any exclusive or acceleration non-exclusive license under or with respect to any of any Rate Management Obligations pursuant Debtor’s Intellectual Property (subject to the terms rights of third parties under pre-existing licenses) included in the agreement governing Collateral. (l) Endorse Debtor’s name on all applications and other documentation necessary or desirable in order for Secured Party to use any Rate Management Transactionsuch Intellectual Property included in the Collateral or covered by the Loan Agreement.

Acceleration and Remedies. Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, the Obligations under the Credit Agreement and, to the extent provided for under the Rate Management Transactions Swap Agreements and the Banking Services Agreements evidencing the same, the Rate Management Swap Obligations and the Banking Services Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Secured Obligations have been paid in full, there remain Rate Management outstanding Swap Obligations outstandingor Banking Services Obligations, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Swap Obligations pursuant to the terms of the agreement governing any Rate Management Transactionor Banking Services Obligations.

Acceleration and Remedies. Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, : 5.1.1 The Obligations under the Obligations Credit Agreement and, to the extent provided for under the Rate Management Transactions Swap Agreements and the Banking Services Agreements evidencing the same, the Rate Management Swap Obligations and the Banking Services Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 (i) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 clause (i) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Secured Parties prior to a Default. 5.2.2 (ii) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (iii) Give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral. (iv) Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private salesale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises of elsewhere), for cash, on credit or for future deliverydelivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable. . (v) Concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof. 5.1.2 The Administrative Agent, on behalf of the secured partiesSecured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. 5.1.3 The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases. 5.1.4 Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. 5.1.5 If, after the Credit Agreement has terminated by its terms and all of the Secured Obligations have been paid in full, there remain Rate Management outstanding Swap Obligations outstandingor Banking Services Obligations, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 5.1 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Swap Obligations pursuant or Banking Services Obligations but only to the terms extent that the Administrative Agent has a Lien on any Collateral. 5.1.6 Notwithstanding the foregoing, neither the Administrative Agent nor any other Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the agreement governing Secured Obligations or to pursue or exhaust any Rate Management Transactionof their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. 5.1.7 Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with Section 5.1.1 above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

Acceleration and Remedies. Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 thereofLoan Agreement, the Obligations and, to the extent provided for under the Rate Management Transactions Hedging Contracts evidencing the same, the Rate Management Hedging Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, Bank may exercise any or all of the following rights and remedies: 5.2.1 (a) Those rights and remedies provided in this Security Agreement, the Credit Loan Agreement, or any other Loan Document, provided that this Section 5.2.1 5.2(a) shall not be understood to limit any rights or remedies available to the Agent and the Lenders Bank prior to a Default. 5.2.2 (b) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Bank may deem commercially reasonable. The Agent, on behalf of the secured parties, Bank may comply with any applicable state or federal law requirements in connection with a any disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Bank may disclaim any warranties that might arise in connection with the sale, lease or other disposition of the Collateral and has no obligation to provide any warranties at such time. If, after the Credit Loan Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Hedging Obligations outstanding, the Required Secured Parties Bank may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Hedging Obligations pursuant to the terms of the agreement governing any Rate Management TransactionHedging Contract.

Acceleration and Remedies. 5.1.1 Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, the Obligations under the Credit Agreement and, to the extent provided for under the Rate Management Transactions Swap Agreements and the Banking Services Agreements evidencing the same, the Rate Management Swap Obligations and the Banking Services Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 (i) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 clause (i) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Secured Parties prior to a an Event of Default. 5.2.2 (ii) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (iii) Give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral. (iv) Without notice (except as specifically provided in Section 8.1 hereof or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person enter the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private salesale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future deliverydelivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable. . (v) Concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof. 5.1.2 The Administrative Agent, on behalf of the secured partiesSecured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. 5.1.3 The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases. 5.1.4 Until the Administrative Agent is able to effect a sale, lease, or other disposition of Collateral, the Administrative Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. 5.1.5 If, after the Credit Agreement has terminated by its terms and all of the other Secured Obligations have been paid in full, there remain Rate Management outstanding Swap Obligations outstandingor Banking Services Obligations, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 5.1 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Swap Obligations pursuant or Banking Services Obligations to the extent the Liens hereunder shall not otherwise have been released or terminated in accordance with the terms of the agreement governing Credit Agreement. 5.1.6 Notwithstanding the foregoing, neither the Administrative Agent nor any Rate Management Transactionother Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. 5.1.7 Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with Section 5.1.1 above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 9.2 thereof, the Secured Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies, subject to the provisions of the ABL Intercreditor Agreement: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, Agreement or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders Secured Parties prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured partiesSecured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Term Loan Obligations have been paid in full, there remain Rate Management Hedging Obligations that constitute Secured Obligations outstanding, the Required Secured Parties Lenders party thereto may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Hedging Obligations pursuant to the terms of the agreement governing any Rate Management Transactionsuch Hedging Obligation.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Subsidiary Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration occurrence of the obligations an Event of Default under the Credit Agreement pursuant Indenture or any other Note Document, subject to Section 8.1 thereofthe Intercreditor Agreement, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, with the concurrence or at the direction of the Required Secured Parties, may exercise any or all of the following rights and remedies: 5.2.1 Those (a) Exercise any or all of those rights and remedies provided in this Security Agreement, the Credit AgreementIndenture, or any other Loan Note Document, provided that this Section 5.2.1 paragraph shall not be understood to limit any rights or remedies available to the Collateral Agent and the Lenders prior to a an Event of Default. 5.2.2 Those (b) Exercise any or all of those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 6.2 or elsewhere herein, sell, lease, license, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Neither the Collateral Agent, on behalf of the secured parties, may comply ’s compliance with any applicable state or federal law requirements in connection with a disposition the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral and compliance will not Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. To the extent permitted by applicable law, such Debtor 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 sale time in the future have under any rule of law or statute now existing or hereafter enacted. (d) Require any Debtor to, and each Debtor hereby agrees that it will at its expense and upon request of the Collateral Agent, assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent. (e) Prior to the disposition of any Collateral, (1) to the extent permitted by applicable law, enter, with or without process of law and without breach of peace, any premises where any of the Collateral is or may be located, and without charge or liability to the Collateral Agent, seize and remove such Collateral from such premises, (2) have access to and use each Debtor's books, records and information relating to the Collateral, and (3) store or transfer any of the Collateral. If, after without charge in or by means of any storage or transportation facility owned or leased by any Debtor, process, repair or recondition any of the Credit Agreement has terminated Collateral or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by such Debtor. (f) Reduce its terms claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure. (g) Dispose of, at its office, on the premises of any Debtor or elsewhere, all or any part of the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust the Collateral Agent's power of sale, but sales may be made from time to time, and at any time, until all of the Collateral has been sold or until all of the Secured Obligations have been paid and performed in full), there remain Rate Management Obligations outstanding, and at any such sale it shall not be necessary to exhibit any of the Required Collateral. (h) Buy (or allow one or more of the Secured Parties may exercise to buy) the remedies provided in this Section 5.2 upon the occurrence of Collateral, or any event which would allow or require the termination or acceleration of part thereof, at any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transactionpublic sale.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations constituting Secured Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided PROVIDED that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC or the PPSA, as applicable (whether or not the New York UCC or the PPSA applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. 5.2.4 Appoint by instrument in writing a receiver (which term as used in this Security Agreement includes a receiver and manager) or agent of all or any part of the Collateral and remove or replace from time to time any such receiver or agent. 5.2.5 Institute proceedings in any court of competent jurisdiction for the appointment of a receiver of all or any part of the Collateral. 5.2.6 Borrow for the purposes of carrying on the business of the Grantor or for the maintenance, preservation or protection of the Collateral and grant a security interest in the Collateral, whether or not in priority to the security interest granted herein, to secure repayment. The Agent, on behalf of the secured parties, may comply with any applicable state state, Canadian provincial or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties Lenders party thereto may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, Agent may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of any of the obligations under the Credit Agreement pursuant to Section 8.1 thereofObligations, the such Obligations and(including, to the extent provided for under the Rate Management Transactions evidencing the sameTransactions, the Rate Management Obligations, ) shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, with the concurrence or at the direction of the Required Secured PartiesRequisite Creditors, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Security Agreement, the Credit Agreement, or Agreement and any other Loan Collateral Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and Collateral Agent, the Lenders Banks or the Noteholders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York Kentucky UCC (whether or not the New York Kentucky UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent (as instructed by the Requisite Creditors) may deem commercially reasonable. The Collateral Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has Creditor Documents have terminated by its their terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties Requisite Creditors may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, the Obligations under the Credit Agreement and, to the extent provided for under the Rate Management Transactions Swap Agreements and the Banking Services Agreements evidencing the same, the Rate Management Swap Obligations and the Banking Services Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere hereinherein and in accordance with applicable law, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured partiesHolders of Secured Obligations, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in fullfull (other than Unliquidated Obligations), there remain Rate Management outstanding Swap Obligations outstandingor Banking Services Obligations, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Swap Obligations pursuant or Banking Services Obligations. Notwithstanding the foregoing, the Administrative Agent and Lenders will be subject to the terms those limitations on rights and remedies set forth in Article VII of the agreement governing any Rate Management TransactionCredit Agreement.

Acceleration and Remedies. Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and without relief from valuation and appraisement laws, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 (a) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 (b) Those rights and remedies available to a secured party under the New York Indiana UCC (whether or not the New York Indiana UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply 's compliance with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of payment of any principal, interest or other obligations owing under or in connection with the obligations Loan Documents, pursuant to Article VIII of the Credit Agreement, all principal, interest, fees and other amounts owing or outstanding under the Credit Agreement pursuant to Section 8.1 thereofAgreement, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the sameany other Loan Documents, the Rate Management Obligationssuch obligations owing or outstanding under such Loan Documents, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders shall, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a an Event of Default. 5.2.2 Those rights and remedies available to a secured party under the New York Arizona UCC (whether or not the New York Arizona UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured partiesHolders of Secured Obligations, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain outstanding obligations in respect of Cash Management Services or Rate Management Obligations outstandingObligations, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any obligations in respect of Cash Management Services or Rate Management Obligations pursuant Obligations. Notwithstanding the foregoing, the Administrative Agent and Lenders will be subject to the terms those limitations on rights and remedies set forth in Article VIII of the agreement governing any Rate Management TransactionCredit Agreement.

Acceleration and Remedies. Upon the occurrence of an Event of Default or the acceleration by the Secured Party of the Grantor’s obligations under the Credit Agreement pursuant to Section 8.1 thereofNote, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, Secured Party may exercise in accordance with the concurrence or at the direction of the Required Secured Parties, exercise applicable law any or all of the following rights and remediesremedies in addition to the rights and remedies provided for in the Note: 5.2.1 5.1.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 5.1.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders Secured Party prior to a an Event of Default. 5.2.2 5.1.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 5.1.3 Give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral. 5.1.4 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, the right to sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent Secured Party may deem commercially reasonable. The Agent, on behalf of the secured parties, Secured Party may comply with purchase all or any applicable state or federal law requirements in connection with a disposition part of the Collateral at public or, if permitted by law, private sale, and compliance will in lieu of actual payment of such purchase price, may set off the amount of such purchase price against the Secured Obligations then owing. Any sales of the Collateral may be adjourned from time to time with or without notice. Subject to the rights of lessors, mortgagees or other third parties, the Secured Party shall have the right to conduct such sales on the premises of the Grantor, at the expense of the Grantor, or elsewhere, on such occasion or occasions as they may see fit. The net proceeds realized by the Secured Party upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys’ fees and legal expenses incurred by the Secured Party in connection therewith, shall be applied as provided herein toward satisfaction of the Secured Obligations. The Secured Party shall account for and pay to the Grantor any surplus realized upon such sale or other disposition, and the Grantor shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not be considered to adversely affect the commercial reasonableness of any sale of Secured Party’s security interest in the Collateral. If, after The Grantor agrees that the Credit Agreement Secured Party has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant no obligation to preserve rights to the terms of the agreement governing Collateral against any Rate Management Transactionother parties.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 10.02 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 (a) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 5.2(a) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders prior to a Default. 5.2.2 (b) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York Oklahoma UCC (whether or not the New York Oklahoma UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management 160 Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties Lenders party thereto may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. 5.1.1 Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, the Obligations under the Credit Agreement and, to the extent provided for under the Rate Management Transactions Swap Agreements and the Banking Services Agreements evidencing the same, the Rate Management Swap Obligations and the Banking Services Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 (i) Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 clause (i) shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Secured Parties prior to a an Event of Default. 5.2.2 (ii) Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 (iii) Give notice of sole control or any other instruction under any Deposit Account Control Agreement or other control agreement with any securities intermediary and take any action therein with respect to such Collateral. (iv) Without notice (except as specifically provided in Section 8.1 hereof or elsewhere herein), demand or advertisement of any kind to any Grantor or any other Person entering the premises of any Grantor where any Collateral is located (through self-help and without judicial process) to collect, receive, assemble, process, appropriate, sell, lease, assign, grant an option or options to purchase or otherwise dispose of of, deliver, or realize upon, the Collateral or any part thereof in one or more parcels at public or private salesale or sales (which sales may be adjourned or continued from time to time with or without notice and may take place at any Grantor’s premises or elsewhere), for cash, on credit or for future deliverydelivery without assumption of any credit risk, and upon such other terms as the Administrative Agent may deem commercially reasonable. . (v) Concurrently with written notice to the applicable Grantor, transfer and register in its name or in the name of its nominee the whole or any part of the Pledged Collateral, to exchange certificates or instruments representing or evidencing Pledged Collateral for certificates or instruments of smaller or larger denominations, to exercise the voting and all other rights as a holder with respect thereto, to collect and receive all cash dividends, interest, principal and other distributions made thereon and to otherwise act with respect to the Pledged Collateral as though the Administrative Agent was the outright owner thereof. 5.1.2 The Administrative Agent, on behalf of the secured partiesSecured Parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. 5.1.3 The Administrative Agent shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Administrative Agent and the other Secured Parties, the whole or any part of the Collateral so sold, free of any right of equity redemption, which equity redemption the Grantor hereby expressly releases. 5.1.4 Until the Administrative Agent is able to effect a sale, lease, or other disposition of the Collateral, the Administrative Agent shall have the right to hold or use the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Administrative Agent. The Administrative Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Collateral and to enforce any of the Administrative Agent’s remedies (for the benefit of the Administrative Agent and the other Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. 5.1.5 If, after the Credit Agreement has terminated by its terms and all of the other Secured Obligations have been paid in full, there remain Rate Management outstanding Swap Obligations outstandingor Banking Services Obligations, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 5.1 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Swap Obligations pursuant or Banking Services Obligations to the extent the Liens hereunder shall not otherwise have been released or terminated in accordance with the terms of the agreement governing Credit Agreement. 5.1.6 Notwithstanding the foregoing, neither the Administrative Agent nor any Rate Management Transactionother Secured Party shall be required to (i) make any demand upon, or pursue or exhaust any of their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Secured Obligations or to pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral. 5.1.7 Each Grantor recognizes that the Administrative Agent may be unable to effect a public sale of any or all the Pledged Collateral and may be compelled to resort to one or more private sales thereof in accordance with Section 5.1.1 above. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Administrative Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Grantor and the issuer would agree to do so.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Credit Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York Arizona UCC (whether or not the New York Arizona UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations Secured Obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.1.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Secured Obligations prior to a Default. 5.2.2 5.1.2 Those rights and remedies available to a secured party under the New York Ohio UCC (whether or not the New York Ohio UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 5.1.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured partiesHolders of Secured Obligations, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.

Acceleration and Remedies. Upon the acceleration of the obligations under the Credit Agreement pursuant to Section 8.1 thereof, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Agent may, with the concurrence or at the direction of the Required Secured Parties, exercise any or all of the following rights and remedies: 5.2.1 5.2.1. Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Agent and the Lenders prior to a Default. 5.2.2 5.2.2. Those rights and remedies available to a secured party under the New York Oklahoma UCC (whether or not the New York Oklahoma UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 5.2.3. Without notice except as specifically provided in Section 8.1 or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Agent may deem commercially reasonable. The Agent, on behalf of the secured parties, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. If, after the Credit Agreement has terminated by its terms and all of the Obligations have been paid in full, there remain Rate Management Obligations outstanding, the Required Secured Parties may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant to the terms of the agreement governing any Rate Management Transaction.. 135

Acceleration and Remedies. Upon the acceleration occurrence of the obligations an Event of Default under the Credit Agreement pursuant Amended and Restated Indenture or any other Note Document, subject to Section 8.1 thereofthe Intercreditor Agreement, the Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Collateral Agent may, with the concurrence or at the direction of the Required Secured Parties, may exercise any or all of the following rights and remedies: 5.2.1 Those (a) Exercise any or all of those rights and remedies provided in this Security Agreement, the Credit AgreementAmended and Restated Indenture, or any other Loan Note Document, provided that this Section 5.2.1 paragraph shall not be understood to limit any rights or remedies available to the Collateral Agent and the Lenders prior to a an Event of Default. 5.2.2 Those (b) Exercise any or all of those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's right of setoff or bankers' lien) when a debtor is in default under a security agreement. 5.2.3 (c) Without notice except as specifically provided in Section 8.1 6.2 or elsewhere herein, sell, lease, license, assign, grant an option or options to purchase or otherwise dispose of the Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may deem commercially reasonable. The Neither the Collateral Agent, on behalf of the secured parties, may comply ’s compliance with any applicable state or federal law requirements in connection with a disposition the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral and compliance will not Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. To the extent permitted by applicable law, such Debtor 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 sale time in the future have under any rule of law or statute now existing or hereafter enacted. (d) Require any Debtor to, and each Debtor hereby agrees that it will at its expense and upon request of the Collateral Agent, assemble and make available to the Collateral Agent the Collateral and all records relating thereto at any place or places specified by the Collateral Agent. (e) Prior to the disposition of any Collateral, (1) to the extent permitted by applicable law, enter, with or without process of law and without breach of peace, any premises where any of the Collateral is or may be located, and without charge or liability to the Collateral Agent, seize and remove such Collateral from such premises, (2) have access to and use each Debtor's books, records and information relating to the Collateral, and (3) store or transfer any of the Collateral. If, after without charge in or by means of any storage or transportation facility owned or leased by any Debtor, process, repair or recondition any of the Credit Agreement has terminated Collateral or otherwise prepare it for disposition in any manner and to the extent the Collateral Agent deems appropriate and, in connection with such preparation and disposition, use without charge any copyright, trademark, trade name, patent or technical process used by such Debtor. (f) Reduce its terms claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure. (g) Dispose of, at its office, on the premises of any Debtor or elsewhere, all or any part of the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust the Collateral Agent's power of sale, but sales may be made from time to time, and at any time, until all of the Collateral has been sold or until all of the Secured Obligations have been paid and performed in full), there remain Rate Management Obligations outstanding, and at any such sale it shall not be necessary to exhibit any of the Required Collateral. (h) Buy (or allow one or more of the Secured Parties may exercise to buy) the remedies provided Collateral, or any part thereof, at any public sale. (i) Buy (or allow one or more of the Secured Parties to buy) the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in this Section 5.2 upon a recognized market or is of a type which is the occurrence subject of widely distributed standard price quotations. (j) Apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and each Debtor hereby consents to any such appointment. (k) Grant or issue any exclusive or non-exclusive license under or with respect to any of any event which would allow or require the termination or acceleration of any Rate Management Obligations pursuant Debtor's Intellectual Property and Franchises (subject to the terms rights of third parties under pre-existing licenses) included in the Collateral. (l) Endorse any Debtor's name on all applications and other documentation necessary or desirable in order for the Collateral Agent to use any such Intellectual Property and Franchises of the agreement governing any Rate Management TransactionObligors including in the Collateral or covered by the Amended and Restated Indenture.

Acceleration and Remedies. Upon the acceleration of the obligations Obligations under the Credit Agreement pursuant to Section 8.1 Article VII thereof, all of the Florida Gaming Obligations and, to the extent provided for under the Rate Management Transactions evidencing the same, the Rate Management Obligations, shall immediately become due and payable without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived, and the Administrative Agent may, with the concurrence or at the direction of the Required Secured PartiesLenders, exercise any or all of the following rights and remedies: 5.2.1 Those rights and remedies provided in this Security Agreement, the Credit Agreement, or any other Loan Document, provided that this Section 5.2.1 shall not be understood to limit any rights or remedies available to the Administrative Agent and the Lenders Holders of Obligations prior to a Default. 5.2.2 Those rights and remedies available to a secured party under the New York UCC (whether or not the New York UCC applies to the affected Pledged Collateral) or under any other applicable law (including, without limitation, any law governing the exercise of a bank's ’s right of setoff or bankers' ’ lien) when a debtor is in default under a security agreement. 5.2.3 Without notice except as specifically provided in Section 8.1 hereof or elsewhere herein, sell, lease, assign, grant an option or options to purchase or otherwise dispose of the Pledged Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such other terms as the Administrative Agent may deem commercially reasonable. The Administrative Agent, on behalf of the secured partiesHolders of Obligations, may comply with any applicable state or federal law requirements in connection with a disposition of the Collateral Pledged Collateral, and such compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Pledged Collateral. The Administrative Agent and the Holders of Obligations shall comply with all Gaming Laws in connection with any disposition of the Pledged Collateral (including obtaining all consents required by Gaming Authorities in connection with any such disposition). If, after the Credit Agreement has terminated by its terms and all of the Florida Gaming Obligations (other than Obligations arising under or in connection with Swap Agreements) have been paid in full, there remain Rate Management Obligations outstandingremains outstanding obligations under the Swap Agreements, the Required Secured Parties Lenders may exercise the remedies provided in this Section 5.2 upon the occurrence of any event which would allow or require the termination or acceleration of any Rate Management Obligations under the Swap Agreements pursuant to the terms of the agreement governing any Rate Management TransactionSwap Agreement.