Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. If an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuingof Default, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (in each case except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall proscribe, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Ambac Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Note Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, may (but shall not be obligated to) exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable Obligationslaw and Section 5.5, all rights and remedies of a secured party under the New York UCC Code (whether or not the Code applies to the affected Collateral) and under any other applicable lawlaw and in equity. Without limiting the generality of the foregoing, to the Shared extent permitted by applicable law and Section 5.5 and solely during the continuance of an Ambac Event of Default, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances (but shall not be obligated to), forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Note Collateral Agent or any Shared Collateral other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party shall have the right upon any such public sale or sales, and, to To the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantorthe Company, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.3, after deducting all reasonable and documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Note Collateral Secured Parties Agent hereunder, including, without limitation, including reasonable and documented attorneys’ fees and disbursements, to the payment in whole or in part of (x) the Obligations of the Company then due and owing, in the case order of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) priority specified in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor5.2. To the extent permitted by applicable law, each Grantor (i) the Company waives all claims, damages and demands it may acquire against the applicable Shared Note Collateral Agent or any other Secured Parties Party arising out of the exercise by them repossession, retention or sale of the Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any rights hereunder. If of the Note Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to any of the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Agent and any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which that the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Agent or any other Secured Parties Party arising out of the exercise by any of them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to Section 5.6, if an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured PartiesBanks, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Credit Agreement Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, subject to Section 5.6, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Subject to Section 5.6, the Administrative Agent or any Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent and the Banks hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Credit Agreement Obligations, in accordance with Section 7.5such order as the Administrative Agent may elect, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Administrative Agent or any Bank arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuingof Default, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them Lender in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Shared Collateral AgentLender’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent that Lender shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as Lender may elect), and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Agent Lender account for the surplus, if any, to any the Grantor. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the Shared Collateral fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentmentresentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and the Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with such order as set forth in Section 7.56.3, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Shared Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If Subject to the terms of the Intercreditor Agreement and any other intercreditor agreement and applicable gaming laws, if an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of itself, the applicable Shared Collateral Agent and the other Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the Shared terms of the Intercreditor Agreement and any other intercreditor agreement and applicable gaming laws, to the maximum extent permitted under applicable law, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Indenture) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived, to the maximum extent permitted under applicable law unless otherwise provided in the Indenture), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith forthwith, subject to pre-existing rights and licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption redemption, stay or appraisal in any Grantor, which right rights or equity is equities are hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.7, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.56.6, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoingforegoing upon the occurrence and during the continuance of an Event of Default, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do perform any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's written request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunderhere- under, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Administrative Agent may elect, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Note Lien Collateral Agent, on behalf of the applicable Shared Collateral other Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Issuer Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Note Lien Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Note Lien Collateral Agent or any Shared Collateral other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Note Lien Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Note Lien Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Note Lien Collateral Agent at places which the Shared Note Lien Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Note Lien Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Note Lien Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Issuer Obligations, in accordance with Section 7.5such order as the Note Lien Collateral Agent may elect, and only after such application and after the payment by the Shared Note Lien Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Note Lien Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Note Lien Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Agent hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with the order as set forth in Section 7.55.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. If an Enforcement Subject to Article XIV of the Participation Agreement, if a Lease Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Leveraged Lease Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Agent or any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Shared Collateral Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s the Pledgor's premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6SECTION 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and the Secured Parties hereunder, hereunder (including, without limitation, reasonable attorneys’ ' fees and disbursements) and after crediting such proceeds to the subaccounts of the Collateral Account in accordance with Section 5.3, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the applicable Leveraged Lease Obligations, in accordance with Section 7.5such order as the Collateral Agent may elect, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(l)(c) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantorthe Pledgor. To the extent permitted by applicable law, each Grantor the Pledgor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Shared Collateral AgentLender’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.67.7, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursementsincluding Attorney Costs, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with such order as Lender may elect (or, in the absence of a specific determination by Lender, as set forth in Section 7.57.6), and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them Lender of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) To the extent that applicable law imposes duties on Lender to exercise remedies in a commercially reasonable manner, the Loan Parties acknowledge and agree that it is not commercially unreasonable for Lender: (i) to fail to incur expenses reasonably deemed significant by Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of (it being understood that any disposition of the Capital Securities of Kinsale Insurance must be made in compliance with the Arkansas Insurance Holding Company Regulatory Act), (iii) to fail to exercise collection remedies against any Account Debtor or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse claims against Collateral, (iv) to exercise collection remedies against any Account Debtor and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Loan Parties, for expressions of interest in acquiring all or any portion of the Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, or (xi) to the extent deemed appropriate by Lender in good faith, to obtain the services of other brokers, investment bankers, consultants and other professionals to assist Lender in the collection or disposition of any of the Collateral. The Loan Parties acknowledge that the purpose of this paragraph is to provide non-exhaustive indications of what actions or omissions by Lender would not be commercially unreasonable in Lender’s exercise of remedies against the Collateral and that other actions or omissions by Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this paragraph. Without limitation upon the foregoing, nothing contained in this paragraph shall be construed to grant any rights to the Loan Parties or to impose any duties on Lender that would not have been granted or imposed by this Agreement or by applicable law in the absence of this paragraph.

Code and Other Remedies. If an Enforcement During the continuance of any Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other SECURITY AGREEMENT instrument or agreement securing, evidencing or relating to the applicable Obligationsobligations under the Note, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantorof the Borrower, which right or equity is hereby waived and released. Each Grantor The Borrower further agrees, at the Shared Collateral AgentLender’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which that the Shared Collateral Agent Lender shall reasonably select, whether at such Grantorthe Borrower’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of Borrower’s obligations under the Dex Shared Collateral, the Dex Borrower ObligationsNote, and the Lender does not need to account for the surplus (yif any) in to the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, and only Borrower until after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor the Borrower waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral AgentLender, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York Wisconsin UCC or any other applicable law. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Lender or any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral The Lender or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral AgentLender’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.5 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral of such Grantor or in any way relating to the Shared Collateral of such Grantor or the rights of the Shared Collateral Lender and the Secured Parties hereunderhereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) the Obligations of such Grantor, in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) order specified in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.55.4, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3409.615(1)(c) of the New York Wisconsin UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Lender or any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder without gross negligence, willful misconduct or breach of an enforceable contractual obligation. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Agent hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with the order as set forth in Section 7.55.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the Shared Collateral fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent and the Lenders hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with such order as may be required by the Credit Agreement and otherwise as required by Section 7.56.5 above, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands resulting primarily from the gross negligence, bad faith or willful misconduct of such Secured Party as determined in a final, non-appealable judgment of a court of competent jurisdiction. If any notice of a proposed sale or other disposition of Shared Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 6.6, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (subject to the Administrative Agent’s consent) make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligationsobligations under any Intercompany Secured Loan Agreement, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Secured Party's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Secured Party at places which that the Shared Collateral Agent Secured Party shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunderParty, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Intercompany Loan Obligations, in accordance with Section 7.5such order as such Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Shared Collateral Agent Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any GrantorPledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunderLender, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Lender shall prescribe, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantorthe Pledgors. To the extent permitted by applicable lawTO THE EXTENT PERMITTED BY APPLICABLE LAW, each Grantor waives all claimsEACH PLEDGOR WAIVES ALL CLAIMS, damages and demands it may acquire against the applicable Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunderDAMAGES AND DEMANDS IT MAY ACQUIRE AGAINST THE LENDER ARISING OUT OF THE EXERCISE BY THE LENDER OF ANY RIGHTS HEREUNDER EXCEPT TO THE EXTENT SUCH LIABILITY IS DETERMINED IN A FINAL, NON-APPEALABLE JUDGMENT IN A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York Illinois UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent It shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York Illinois UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the reasonable exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Secured Party Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which that the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and any other applicable Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligationsobligations under any Intercompany Secured Loan Agreement, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral the Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral AgentSecured Party’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Secured Party at places which that the Shared Collateral Agent Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunderParty, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Intercompany Loan Obligations, in accordance with Section 7.5such order as such Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Shared Collateral Agent Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Secured Party account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to the terms of the Credit Agreement or any Applicable Intercreditor Agreement, if an Enforcement Event of Default shall have occurred occur and be continuing, upon and after giving prior written notice to the request Company and any applicable Grantor, the Collateral Agent may (i) exercise in respect of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligationsit, all the rights and remedies of a secured party upon default under the New York UCC or any other applicable law. Without limiting Applicable Law and also upon prior written notice to the generality of relevant Grantor, sell the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral, (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation and (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral. Any Shared The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by law, upon any such private sale or salessale, to purchase the whole or any part of the Shared Collateral so sold, free and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior written notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any Grantorpublic or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Agent, at places which that the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds Proceeds of any action taken by it pursuant to this Section 7.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, 6.6 in accordance with the provisions of Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition6.5.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. PLEDGE AND SECURITY AGREEMENT J. CREW GROUP INC.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the Shared Collateral fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent and the Lenders hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as may be required by the Credit Agreement and otherwise as the Administrative Agent may elect, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Shared Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York Pennsylvania UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with such order as provided by Section 7.56.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York Pennsylvania UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them the Administrative Agent in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor FCMC or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Administrative Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorFCMC, which right or equity is hereby waived and released. Each Grantor FCMC further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such GrantorFCMC’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as the Administrative Agent may elect), and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Administrative Agent account for the surplus, if any, to any GrantorFCMC. To the extent permitted by applicable lawLaw, each Grantor FCMC waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Administrative Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s Loan Party's premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Agent hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with the order as set forth in Section 7.55.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6SECTION 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) 610 of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.616.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event shall have occurred and be continuingDuring the continuance of a Forbearance Default, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them Lender in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Shared Collateral AgentLender’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent that Lender shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as Lender may elect), and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable lawLaw, each Grantor Loan Party waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, subject to the Intercreditor Agreement, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6SECTION 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Administrative Agent may elect, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent will not submit an "Notice of Exclusive Control" under a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, unless an Event of Default has occurred and is continuing. (d) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured PartiesLender, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section Sections 9-608(a)(1)(C) and 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunderhereunder except as to the Lender's gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Shared the Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.rights

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured PartiesLender, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk, all in a commercially reasonable manner. Any Shared Collateral Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Borrower further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s Borrower's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.68.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursementsincluding Attorney Costs, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Borrower waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Lender shall have the right to enter the real property leased or owned by each Grantor for the purpose of exercising any of the foregoing rights or remedies. Each Grantor waives all rights of marshaling, valuation and appraisal with respect to the Collateral or any part thereof. For the purpose of enabling the Lender, during the existence of an Event of Default, to exercise rights and remedies hereunder at such time as the Lender will be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Lender an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), until the Obligations are paid in full, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each In connection with any such public or private sales, each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and ----------------------- be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Secured Party Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the US_ACTIVE:\43906857\08\79831.0003 Intercreditor Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of law or the New York UCCIntercreditor Agreement, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them in this Security Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or grant options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If an Enforcement a Specified Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Creditor may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentSecured Creditor, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral a Secured Party Creditor or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral AgentSecured Creditor’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Secured Creditor at places which the Shared Collateral Agent Secured Creditor shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Secured Creditor shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Creditor hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as Secured Creditor may elect in its discretion, and only after such application and after the payment by the Shared Collateral Agent Secured Creditor of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Secured Creditor account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Creditor arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuingof Default, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Guaranteed Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (in each case except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Guaranteed Obligations, in accordance with Section 7.5such order as the Credit Agreement or Subsidiary Guarantee shall proscribe, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any the applicable Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, (i) to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in such order as the Credit Agreement shall prescribe and (ii) after Discharge of Lender Claims, to the Noteholder Collateral Trustee in accordance with Section 7.5the terms of the Intercreditor Agreement, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Administrative Agent, as the case may be, account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent, or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. a. If an Enforcement Event a Collateral Trust Parity Lien Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral AgentTrustee, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Collateral Trust Parity Lien Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, the Shared Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Collateral Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Shared Collateral Agent’s Trustee's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Trustee at places which the Shared Collateral Agent Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Trustee shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. b. The Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, Collateral Trust Parity Lien Obligations and only after such application and after the payment by the Shared Collateral Agent Trustee of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Agent Trustee account for the surplus, if any, to any Grantor. If the Collateral Trustee sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Collateral Trustee and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Collateral Trustee may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunder. . c. If a Collateral Trust Parity Lien Default shall occur and be continuing, in the event of any notice of a proposed sale or other disposition of Shared Collateral any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be required by lawincluded, and the applicable Grantor shall supply the Collateral Trustee or its designee with such notice shall be deemed reasonable Grantor's know-how and proper if given at least 10 days before expertise, and with documents and things embodying or otherwise relating to any such Intellectual Property subject to such Disposition, and such Grantor's customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale or other dispositionof products and services.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable and actual costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsLiabilities, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Agent may disclaim any warranties that might arise in connection with any such lease, assignment, grant of option or other disposition of Collateral Secured Party and have no obligation to provide any warranties at such time. Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Each Grantor further agrees, at the Shared Collateral Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Agent and Lenders hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, Liabilities in accordance with Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor6.5. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event shall have occurred of Default occurs and be is continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured PartiesLender, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor either Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such those circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Lender may disclaim any warranties that might arise in connection with any lease, assignment, grant of option or other disposition of Collateral Secured Party shall and have no obligation to provide any warranties at that time. Lender will have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantoreither Guarantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. Lender will have the right to conduct sales on either Guarantor’s premises or elsewhere and will have the right to use either Guarantor’s premises without charge for time or times Lender deems necessary or advisable. Each Grantor Guarantor further agrees, at the Shared Collateral AgentLender’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent shall Lender reasonably selectselects, whether at such GrantorGuarantor’s premises or elsewhere. The Shared Collateral Agent shall Lender will apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Secured Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, and only after such the application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantoreither Guarantor. To the extent permitted by applicable law, each Grantor Guarantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If Agent will provide Guarantors at least ten (10) days’ notice before any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale unless the Collateral is perishable or other dispositionthreatens to decline speedily in value or is of the type customarily sold in a recognized market.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lenders may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lenders’ request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lenders at places which the Shared Collateral Agent Lenders shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as Lenders may elect in their discretion, and only after such application and after the payment by the Shared Collateral Agent Lenders of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lenders arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. (a) If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the UCC applies to the affected Collateral) and all rights under any other applicable law. Without law when a debtor is in default under a security agreement or in equity, including, and without limiting the generality of the foregoing, : the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), Agent may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Party, on the internet or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk, and upon such other terms as the Agent may deem commercially reasonable; provided that the Collateral Agent will provide the applicable Grantor with reasonable notice prior to a public sale or after any private sale or other disposition. Any Shared The Collateral Agent may store, repair or recondition any Collateral or otherwise prepare any Collateral for disposal in the manner and to the extent that the Collateral Agent deems appropriate. Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so soldsold or to become the licensor of all or any such Collateral, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared Collateral and make it available released to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises extent permitted by applicable Law. For purposes of bidding and making settlement or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any payment of the Shared Collateral purchase price for all or in any way relating to the Shared Collateral or the rights a portion of the Shared Collateral Secured Parties hereundersold at any such sale made in accordance with the UCC or other applicable laws, including, without limitation, reasonable attorneys’ fees the Bankruptcy Code, the Collateral Agent, as agent for and disbursementsrepresentative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing), shall be entitled to credit bid and use and apply the Secured Obligations (or any portion thereof) as a credit on account of the purchase price for any Collateral payable by the Collateral Agent at such sale, such amount to be apportioned ratably to the Secured Obligations of the Secured Parties in accordance with their pro rata share of such Secured Obligations. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor acknowledges and agrees that the compliance by the Collateral Agent, on behalf of the Secured Parties, with any applicable state or federal law requirements in connection with a disposition of the Collateral will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor recognizes that the Collateral Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Grantor also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private. The Collateral Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Grantor or the issuer of the Collateral to register such securities for public sale under the Securities Act or under applicable state securities laws, even if any Grantor and the issuer would agree to do so (it being acknowledged and agreed that no Grantor shall have any obligation hereunder to do so). Until the Collateral Agent is able to effect a sale, lease, transfer or other disposition of Collateral, the Collateral Agent shall have the right to hold or use Collateral, or any part thereof, to the payment in whole extent that it deems appropriate for the purpose of preserving Collateral or in part of (x) in the case value of the Dex Shared Collateral, or for any other purpose deemed appropriate by the Dex Borrower ObligationsCollateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and (y) in the case to enforce any of the Universal Shared Collateral Agent’s remedies (for the benefit of the Collateral Agent and Secured Parties) with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall have no obligation to marshal any of the Collateral, . (b) Any net Proceeds of the Obligations, Collateral shall be applied or retained by the Collateral Agent in accordance with Section 7.5, and only the Credit Agreement. Only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To If the extent permitted Collateral Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Agent. In the event the purchaser fails to pay for the Collateral, the Collateral Agent may resell the Collateral and the applicable lawGrantor shall be credited with proceeds of the sale. (c) In the event of any Sale of any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Sale shall be included, and the applicable Grantor shall supply the Collateral Agent or its designee with such Grantor’s know-how and expertise, and with documents and things embodying the same, relating to the exploitation of such Intellectual Property, including the manufacture, distribution, advertising and sale of products or the provision of services under such Intellectual Property, and such Grantor’s customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services. (d) For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Section 5.1 (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, license out, convey, transfer or grant options to purchase any Collateral) at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor waives all claimshereby grants to the Collateral Agent, damages and demands it may acquire against for the applicable Shared Collateral Secured Parties arising out benefit of the exercise by them Secured Parties, (i) an irrevocable, nonexclusive, and assignable license (exercisable without payment of any rights hereunder. If any notice of a proposed sale royalty or other disposition compensation to such Grantor), subject, in the case of Shared Collateral Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use, practice, license, sublicense, and otherwise exploit any and all Intellectual Property now owned or held or hereafter acquired or held by such Grantor (which license shall include access to all media in which any of the licensed items may be required by law, such notice shall be deemed reasonable recorded or stored and proper if given at least 10 days before such sale to all software and programs used for the compilation or printout thereof) and (ii) an irrevocable license (without payment of rent or other dispositioncompensation to such Grantor) to use, operate and occupy all real property owned, operated, leased, subleased, or otherwise occupied by such Grantor.

Code and Other Remedies. If After an Enforcement Event of Default shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Bank may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentBank, without further demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) ), to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Bank shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Shared Bank’s request but subject to the rights of the Collateral Agent’s requestAgent and the applicable terms of the Intercreditor Agreement, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Bank at places which the Shared Collateral Agent Bank shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Shared Collateral Agent Bank shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.2, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Bank hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Bank may elect, and only after such application and after the payment by the Shared Collateral Agent Bank of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Shared Collateral Agent Bank account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Bank arising out of the exercise by them the Bank of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the maximum extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or Collateral and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and releasedreleased to the maximum extent permitted by law. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which that the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral AgentLender’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, including Attorney Costs to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and ----------------------- be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them the Lender in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Holder may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentHolder, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party The Holder shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral AgentHolder’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Holder at places which the Shared Collateral Agent Holder shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Holder shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Holder hereunder, including, without limitation, including reasonable attorneys’ fees costs and disbursementsexpenses of counsel to the Holder, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Holder may elect, and only after such application and after the payment by the Shared Collateral Agent Holder of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Holder arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other applicable Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or PLEDGE AND SECURITY AGREEMENT KNOLOGY, INC. private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Secured Party Agent shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which that the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder, except where such claims, damages or demands have resulted primarily from the gross negligence or willful misconduct of the Collateral Agent or any other Secured Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsObligation, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantorthe Borrower, which right or equity is hereby waived and released. Each Grantor The Borrower further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s the Borrower's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.68.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the ObligationsObligation, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantorthe Borrower. To the extent permitted by applicable law, each Grantor the Borrower waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.be

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lenders may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lenders or elsewhere upon such terms and conditions as it they may deem advisable and at such prices as it they may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lenders’ request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lenders at places which the Shared Collateral Agent Lenders shall reasonably select, whether at such Grantor’s premises or elsewhereelsewhere in connection with the exercise of Lenders’ remedies hereunder. The Shared Collateral Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Lenders may elect in their discretion, and and, only after such application and after the payment by the Shared Collateral Agent Lenders of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lenders account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lenders arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. (a) If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, while an Event of Default has occurred and is continuing, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the extent permitted by applicable law, each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Administrative Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process and shall be entitled to use or employ, without charge, all items of Intellectual Property used or employed by any Grantor. (b) The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.5, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, Obligations and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC. If the Administrative Agent sells any of the Collateral upon credit, need the Shared Collateral Agent account applicable Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent. In the event the purchaser fails to pay for the surplusCollateral, if any, to any Grantorthe Administrative Agent may resell the Collateral and the applicable Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Enforcement Acceleration Event shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, may (subject to the Intercreditor Agreement) exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. law or in equity. (b) Without limiting the generality of the foregoingforegoing clause (a), if an Acceleration Event shall occur and be continuing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may (subject to the Intercreditor Agreement) in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. . (c) [Reserved.] (d) The Shared Collateral Agent shall (subject to the Intercreditor Agreement) apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, Obligations in accordance with Section 7.55.5, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claimsrights of redemption, damages stay and demands it appraisal that such Grantor now has or may acquire against at any time in the applicable Shared Collateral Secured Parties arising out future have under any rule of the exercise by them of any rights hereunderlaw or statute now existing or hereafter enacted. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them the Administrative Agent in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Administrative Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as the Administrative Agent may elect), and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Administrative Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable lawLaw, each Grantor Loan Party waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Administrative Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared the Collateral Secured Party Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared The Collateral Secured Party Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent for the benefit of the Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the Trustee for the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) terms of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any GrantorIndenture. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If Subject to Section 11.10(k) of the Credit Agreement, if an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and appropriate, realize upon and take possession of the Shared Collateral, or any part thereofthereof (in addition to Collateral of which it already has possession), and/or wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of the Company’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have the right to store the same at any of the Company’s premises without cost to Administrative Agent or any Lender in each case, subject to the terms of the applicable lease agreement, with respect to premises leased by the Company. The Administrative Agent may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantorthe Company, which right or equity is hereby waived and released. Each Grantor The Company further agrees, at the Shared Collateral Administrative Agent’s requestrequest and at the Company’s expense, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantorthe Company’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.3, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent and the Lenders hereunder, includingincluding Attorney Costs, without limitation, reasonable attorneys’ fees and disbursements, to the payment as provided in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor6.2. To the extent permitted by applicable law, each Grantor the Company waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder, except claims, damages and demands related to Administrative Agent or any Lender’s gross negligence, willful misconduct or bad faith. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them the Administrative Agent in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Administrative Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such the Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Loan Documents shall prescribe (or if no such order is prescribed therein, then in such order as the Administrative Agent may elect), and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Administrative Agent account for the surplus, if any, to any the Grantor. To the extent permitted by applicable lawLaw, each the Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Administrative Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. The Grantor waives any claims or other rights which the Grantor might now have or hereafter acquire against any Borrower or any other Person that is primarily or contingently liable on the obligations that arise from the existence or performance of the Grantor’s obligations under this Agreement, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim or remedy of any Secured Creditor against any Borrower or any collateral security therefore which any Secured Creditor now has or hereafter acquires; whether such claim, remedy or right arises in equity, under contract or statute, at common law, or otherwise. The waivers contained in this paragraph inure only to the benefit of each Secured Creditor, and their respective successors and assigns, and not to any other parties.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lenders may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Borrower Obligations, all rights and remedies of a secured party under the New York UCC UCC, PPSA or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLenders, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Borrower or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lenders or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party Lenders shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorBorrower, which right or equity is hereby waived and released. Each Grantor Borrower further agrees, at the Shared Collateral Agent’s Lenders’ request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lenders at places which the Shared Collateral Agent Lenders shall reasonably select, whether at such GrantorBorrower’s premises or elsewhere. The Shared Collateral Agent Lenders shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, such order as Lenders may elect in accordance with Section 7.5its discretion, and only after such application and after the payment by the Shared Collateral Agent Lenders of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Lenders account for the surplus, if any, to any GrantorBorrower. To the extent permitted by applicable law, each Grantor Borrower waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lenders arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other Loan Document, instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law or referred to below) to or upon any Grantor Grantor, any Pledgor or any other Person (all and each of which demands, defensespresentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral and any Pledgor Owned Collateral, or any part thereof, and/or and may forthwith sell, lease, license, assign, give an option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or and any part thereof (or Pledgor Owned Collateral(or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared The Collateral Secured Party Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral or Pledgor Owned Collateral so sold, free of any right or equity of redemption in any GrantorGrantor or any Pledgor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which that the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any such action taken by it pursuant to this Section 7.66.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or Pledgor Owned Collateral or in any way relating to the Shared Collateral or Pledgor Owned Collateral or the rights of the Shared Collateral Secured Parties hereunderAgent, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any GrantorGrantor or Pledgor and the Collateral Agent, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral or Pledgor Owned Collateral sold at any such public sale, shall be entitled to use and apply all of any part of the Secured Obligations as a credit on account of the purchase price of any Collateral or Pledgor Owned Collateral payable at such sale. To the extent permitted by applicable law, each Grantor and each Pledgor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder, except those that arise out of the gross negligence or willful misconduct of the Collateral Agent or such other Secured Party, as the case may be. If any Each Grantor and each Pledgor agrees that the Collateral Agent need not give more than ten (10) days’ notice of a proposed sale to such Grantor or other disposition of Shared Collateral shall be required by law, such Pledgor (which notice shall be deemed reasonable given when mailed or delivered on an overnight basis, postage prepaid, addressed to such Grantor or such Pledgor at its address referred to in Section 8.2) of the time and proper if given at least 10 days before such place of any public sale or other dispositionof the time after which a private sale may take place and that such notice is reasonable notification of such matters.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the Shared fullest extent permitted by applicable law, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Agent and the Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with such order as set forth in Section 7.56.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of such Secured Party. If any notice of a proposed sale or other disposition of Shared Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with subject to the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the Shared Collateral Intercreditor Agreement, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Subject to the Intercreditor Agreement, each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. To the extent permitted by applicable law, each Grantor hereby waives any claims against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by applicable law and the Intercreditor Agreement, and so long as an Event of Default is continuing, the Administrative Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or without judicial process. (b) The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, Obligations and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount amounts required by any provision of law, including, without limitation, including Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. If the Administrative Agent sells any of the Collateral upon credit, the Grantor will be credited only with payments actually made by the purchaser and received by the Administrative Agent and applied to indebtedness of the purchaser. In the event the purchaser fails to pay for the Collateral, the Administrative Agent may resell the Collateral and the Grantor shall be credited with proceeds of the sale. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them any Secured Party of any rights hereunder. If . (c) In the event of any notice of a proposed sale or other disposition of Shared Collateral any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such disposition shall be required by lawincluded, such notice shall be deemed and the applicable Grantor shall, to the extent commercially reasonable and proper if given at least 10 days before feasible under the circumstances, supply the Administrative Agent or its designee with such Grantor’s know-how and expertise, and with documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such disposition, and such Grantor’s customer lists and other dispositionrecords and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such the Grantor’s 's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any the Grantor. To the extent permitted by applicable law, each the Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party the Agent under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Loan Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party the Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any GrantorLoan Party, which right or equity is hereby waived and released. Each Grantor Loan Party further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such GrantorLoan Party’s premises or elsewhere. The Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Agent hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with the order as set forth in Section 7.55.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any GrantorLoan Party. To the extent permitted by applicable law, each Grantor Loan Party waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Loan Party recognizes that the Agent may be unable to effect a public sale of any or all the Collateral and may be compelled to resort to one or more private sales thereof. Each Loan Party also acknowledges that any private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner solely by virtue of such sale being private and each Loan Party waives, to the extent permitted by applicable law, any claims against Agent and the Lenders arising by reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if Agent accepts the first offer received and does not offer the Collateral to more than one offeree; provided that such private sale is conducted in accordance with this Agreement. The Agent shall be under no obligation to delay a sale of any of the Collateral for the period of time necessary to permit any Loan Party or the issuer of any Collateral to register such securities for public sale under the Securities Act of 1933, as amended, or under applicable state securities laws, even if the applicable Loan Party and the issuer would agree to do so. Each Loan Party hereby agrees that in respect of any sale of any of the Collateral pursuant to the terms hereof, the Agent is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of applicable law, or in order to obtain any required approval of the sale or of the purchaser by any governmental authority, and each Loan Party further agrees that such compliance shall not, in and of itself, result in such sale being considered or deemed not to have been made in a commercially reasonable manner, nor shall Agent be liable or accountable to any Loan Party for any discount allowed by reason of the fact that such Collateral is sold in compliance with any such limitation or restriction.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawLaw or in equity. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by lawthe UCC and other applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in of any Grantor, which right or equity is hereby waived and released. Each In connection with any such public or private sales, each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCCLaw, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.. PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Creditors may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentSecured Creditors, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral a Secured Party Creditor or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party Creditors shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Secured Creditors’ request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Secured Creditors at places which the Shared Collateral Agent Secured Creditors shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Secured Creditors shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Creditors hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as Secured Creditors may elect in its discretion, and only after such application and after the payment by the Shared Collateral Agent Secured Creditors of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent Purchasers account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Creditors arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition.

Code and Other Remedies. If (a) During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawRequirements of Law (including, with respect to the Australian Intellectual Property or with respect to the Canadian Collateral, personal property security legislations and other laws of Australia or Canada as the case may be). Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances during the continuation of an Event of Default forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) During the occurrence and continuance of an Event of Default, the Administrative Agent may appoint or reappoint by instrument in writing, any Person or Persons, whether an officer or officers or an employee or employees of the Administrative Agent or not, to be an interim receiver, receiver or receivers (hereinafter called a “Receiver”) of the Canadian Collateral (including any interest, income or profits therefrom) and may remove any Receiver so appointed and appoint another in such Person’s stead. Any such Receiver shall, so far as concerns responsibility for such Person’s acts, be deemed the agent of Grantors and not of the Administrative Agent or any of the Secured Parties, and neither the Administrative Agent nor any of the Secured Parties shall be in any way responsible for any misconduct, negligence or non-feasance on the part of any such Receiver or such Person’s servants, agents, officers or employees. The Receiver may exercise any or all of the powers and rights given to the Administrative Agent under this Article V (Remedial Provisions).

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsLoan Document, all rights and remedies of a secured party under the New York UCC or any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, to the Shared Collateral fullest extent permitted by applicable law, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, license, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent and the Lenders hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with such order as may be required by the Amended and Restated Credit Agreement and otherwise as required by Section 7.56.5 above, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral any Secured Parties Party arising out of the exercise by them of any rights hereunderhereunder other than any such claims, damages and demands resulting primarily from the gross negligence, bad faith or willful misconduct of such Secured Party as determined in a final, non-appealable judgment of a court of competent jurisdiction. If any notice of a proposed sale or other disposition of Shared Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Administrative Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. At any public (or, to the extent permitted by law, private) sale made pursuant to this Section 6.6, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any Grantor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and may (subject to the Administrative Agent’s consent) make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable ObligationsObligation, all rights and remedies of a secured party under the New York UCC Code or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantorthe Borrower, which right or equity is hereby waived and released. Each Grantor The Borrower further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s the Borrower's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.68.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the ObligationsObligation, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCCCode, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantorthe Borrower. To the extent permitted by applicable law, each Grantor the Borrower waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable lawApplicable Law. Without limiting the generality of the foregoing, the Shared Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensesdefenses (other than defense of payment), advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Agent or elsewhere upon such terms and conditions as it they may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhereelsewhere in connection with the exercise of Agent’s remedies hereunder. The Shared Collateral Agent shall apply the net proceeds Proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable documented out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Agent hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Secured Obligations, and (y) as set forth in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Grantor6.5 hereof. To the extent permitted by applicable lawApplicable Law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 calendar days before such sale or other disposition. Agent shall not be obligated to make any sale of Collateral regardless of notification of sale having been given. Agent may adjourn any public sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Grantor agrees that (A) the internet shall constitute a “place” for purposes of Section 9-610(b) of the Code and (B) to the extent notification of sale shall be required by law, notification by mail of the URL where a sale will occur and the time when a sale will commence at least ten (10) days prior to the sale shall constitute a reasonable notification for purposes of Section 9-611(b) of the Code. Each Grantor agrees that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the Code.

Code and Other Remedies. (a) If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, subject to the Intercreditor Agreement, in addition to all other rights and remedies granted to them in this Agreement, the Credit Agreement and the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York Illinois UCC or any other applicable lawlaw or otherwise available at law or in equity. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances circumstances, subject to the Intercreditor Agreement, forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. Upon any such sale or transfer, the Administrative Agent shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6SECTION 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Administrative Agent may elect, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York Illinois UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. (b) In the event that the Administrative Agent elects not to sell the Collateral, the Administrative Agent retains its rights to dispose of or utilize the Collateral or any part or parts thereof in any manner authorized or permitted by law or in equity, and to apply the proceeds of the same towards payment of the Obligations. Each and every method of disposition of the Collateral described in this Agreement shall constitute disposition in a commercially reasonable manner. (c) The Administrative Agent will not submit an "Notice of Exclusive Control" under a Deposit Account Control Agreement or a Securities Account Control Agreement, as applicable, unless an Event of Default has occurred and is continuing. (d) The Administrative Agent may appoint any Person as agent to perform any act or acts necessary or incident to any sale or transfer of the Collateral.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured PartiesLender, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Lender may disclaim any warranties that might arise in connection with any such lease, assignment, grant of option or other disposition of Collateral Secured Party and have no obligation to provide any warranties at such time. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Such sales may be adjourned and continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Grantor’s premises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Lender deems necessary or advisable. Each Grantor further agrees, at Lender’s request and during the Shared Collateral Agent’s requestexistence of an Event of Default, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.6, 6.6. after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable including attorneys’ fees and disbursementsdisbursements reimbursable pursuant to Section 9.4 of the Credit Agreement, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, Secured Obligations in accordance with Section 7.5, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any GrantorLender’s sole discretion. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them it of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. If Subject to Section 11.10(k) of the Credit Agreement, if an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the applicable Shared Collateral Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and appropriate, realize upon and take possession of the Shared Collateral, or any part thereofthereof (in addition to Collateral of which it already has possession), and/or wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter onto any of Grantor’s premises where any of the Collateral may be, and search for, take possession of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of, and Administrative Agent shall have the right to store the same at any of Grantor’s premises without cost to Administrative Agent or any Lender in each case, subject to the terms of the applicable lease agreement and Collateral Access Agreements with respect to premises leased by Grantor. The Administrative Agent may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without with assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s requestrequest and at each Grantor’s expense, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, including Attorney Costs to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Administrative Agent may elect, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder, except claims, damages and demands related to Administrative Agent or any Lender’s gross negligence, willful misconduct or bad faith. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared any Collateral, or any part thereof, and/or and may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.65.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall prescribe, and only after such application and after the PLEDGE AND SECURITY AGREEMENT JOHNSONDIVERSEY, INC. payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event of Default shall have occurred occur and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Lender may exercise, in addition to all other rights and remedies granted to them it in 21 26 this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of any Shared Collateral Secured Party the Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Agent’s Lender's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Agent Lender at places which the Shared Collateral Agent Lender shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Secured Parties Lender hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, in accordance with Section 7.5such order as the Lender may elect, and only after such application and after the payment by the Shared Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the New York UCC, need the Shared Collateral Agent Lender account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Lender shall have the right to enter the real property leased or owned by each Grantor for the purpose of exercising any of the foregoing rights or remedies. Each Grantor waives all rights of marshaling, valuation and appraisal with respect to the Collateral or any part thereof. For the purpose of enabling the Lender, during the existence of an Event of Default, to exercise rights and remedies hereunder at such time as the Lender will be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Lender an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to such Grantor), until the Obligations are paid in full, to use, assign, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, wherever the same may be located, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof.

Code and Other Remedies. If During the continuance of an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor AgreementDefault, the Shared Collateral Agent, on behalf of the applicable Shared Collateral Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Secured Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s 's request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.6SECTION 5.1, after deducting all reasonable costs and expenses of every kind actually incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Secured Obligations, in accordance with Section 7.5such order as the Credit Agreement shall proscribe, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3504(1)(c) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Administrative Agent or any other Secured Parties Party arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral The Administrative Agent, on behalf of the applicable Shared Collateral Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the applicable Obligations, all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, the Shared Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Shared Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Shared Collateral Secured Party Lender or elsewhere upon such terms and conditions as it may reasonably deem advisable and at such prices as it may reasonably deem best, for cash or on credit or for future delivery without assumption of any credit risk. Any Shared Collateral Secured Party The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Shared Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Shared Collateral Administrative Agent’s request, to assemble its Shared the Collateral and make it available to the Shared Collateral Administrative Agent at places which that the Shared Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Shared Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.66.3, after deducting all reasonable out-of-pocket costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Shared Collateral or in any way relating to the Shared Collateral or the rights of the Shared Collateral Administrative Agent and the Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of (x) in the case of the Dex Shared Collateral, the Dex Borrower Obligations, and (y) in the case of the Universal Shared Collateral, the Obligations, Obligations in accordance with Section 7.56.2 hereof, and only after such application and after the payment by the Shared Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the applicable Shared Collateral Secured Parties Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.