Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, 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 Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of itself, the Administrative 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 Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Code and under New York UCC or any other applicable law and or in equity. Without limiting the generality of the foregoing, to the maximum extent permitted by under applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Credit Agreement) to or upon any Granting Party the 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 Credit Agreement), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any pre-existing reserved rights or and licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent, the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor AgreementThe Administrative Agent, the Collateral Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption redemption, stay or appraisal in such Granting Partythe Grantor, which right rights or equity is equities are hereby waived and released. Each Granting Party The Grantor further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Partythe Grantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 6.7, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent, the 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 the Obligations of the relevant Granting Party then due and owingSecured Obligations, in the order of priority specified in Subsection 6.5accordance with Section 6.6, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeNew York UCC, need the Collateral Agent account for the surplus, if any, to such Granting Partythe Grantor. To Notwithstanding the extent permitted by applicable lawforegoing, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out shall give the Grantor not less than 10 days’ written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-611 of the repossession, retention New York UCC or sale of the Security Collateral, its equivalent in other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any jurisdictions) of the Collateral Agent or such other Secured PartyAgent’s intention to make any sale of Collateral. Such notice, and (ii) if any notice in the case of a proposed public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or other disposition of Security Collateral on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any remedies provided in this Section 6.7 shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionsubject to the ABL Intercreditor Agreement.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing continuing, subject to the terms of each any applicable Intercreditor Agreement, the ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity. Without Subject to subsection 3.3(d), without limiting the generality of the foregoing, to the extent permitted by applicable law and law, subject to each the terms of any applicable Intercreditor Agreement, the ABL 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 U.S. Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and law, subject to each the terms of any applicable Intercreditor Agreement, the ABL Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such U.S. Granting Party, which right or equity is hereby waived and released. Each U.S. Granting Party further agrees, at the ABL Collateral Agent’s request (subject to each the terms of any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the ABL Collateral Agent at places which the ABL Collateral Agent shall reasonably select, whether at such U.S. Granting Party’s premises or elsewhere. The ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the ABL 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 the Obligations of the relevant U.S. Granting Party then due and owing, in the order of priority specified in Subsection subsection 6.5, and only after such application and after the payment by the ABL Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the ABL Collateral Agent account for the surplus, if any, to such U.S. Granting Party. To the extent permitted by applicable law, (i) such U.S. Granting Party waives all claims, damages and demands it may acquire against the ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing continuing, subject to the terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawlaw and subject to each applicable Intercreditor Agreement, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitysubject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreementsubsection 3.3(d) hereof, if an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the U.S. ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without Subject to subsection 3.3(d) hereof, without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the U.S. ABL 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the U.S. ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The U.S. ABL Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the U.S. ABL Collateral Agent’s request (subject to each applicable Intercreditor Agreementthe terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the U.S. ABL Collateral Agent at places which the U.S. ABL Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The U.S. ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the U.S. ABL 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the U.S. ABL Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the U.S. ABL Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the U.S. ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the U.S. ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, 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 Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if (a) If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the Secured Parties, Party may exercise, 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 Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Code and under New York UCC or any other applicable Applicable Law or otherwise available at law and or in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the 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 Granting Party 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other The Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral AgentSecured Party’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent Secured Party at places which the Collateral Agent Secured Party shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. Upon any such sale or transfer, the Secured Party shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Collateral Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 5.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties Party hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingSecured Obligations, in such order as the order of priority specified in Subsection 6.5Secured Party may elect, and only after such application and after the payment by the Collateral Agent Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeNew York UCC, need the Collateral Agent Secured Party account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable lawApplicable Law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if (a) If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under UCC or any other applicable law and in or otherwise available at law or equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Any Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). 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 Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 6.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations Obligations, in accordance with Section 10.02(c) of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Credit Agreement, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the CodeUCC, need the Collateral Administrative Agent account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossession, retention or sale exercise by them of any rights hereunder except to the Security Collateral, other than any such claims, damages and demands that may arise from extent caused by the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if Party or their respective agents. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Note Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing, and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Note Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The Note Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreementthe terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Note Collateral Agent at places which the Note Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the Note Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Note Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Note Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing continuing, subject to the terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, 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 Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and law, subject to the terms of each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur have occurred and be continuing subject to continuing, upon the terms request of each applicable Intercreditor Agreementthe Administrative Agent or the Required Lenders, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under New York UCC or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Any Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 6.5, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owingObligations, in such order as the order of priority specified in Subsection 6.5Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeNew York UCC, need the Collateral Agent account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party Parties arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to continuing, upon the terms request of each applicable Intercreditor Agreementthe Administrative Agent or the Required Lenders, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Code and under New York UCC or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Any Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 6.5, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owingSecured Obligations, in such order as the order of priority specified in Subsection 6.5Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeNew York UCC, need the Collateral Agent account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party Parties arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Revolving Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the Revolving 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Revolving Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The Revolving Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Revolving Collateral Agent’s request (subject to each applicable Intercreditor Agreementthe terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Revolving Collateral Agent at places which the Revolving Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Revolving Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Revolving 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the Revolving Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Revolving Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Revolving Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Revolving Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing, and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreementthe terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject (to each applicable the extent applicable) to any Applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the 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 Obligations to the extent permitted by applicable lawLoan Document, all rights and remedies of a secured party under the Code and under New York UCC or any other applicable law and Law or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law and subject to each applicable Intercreditor AgreementLaw, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law this Agreement or required by Law referred to below) to or upon any Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral any Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Any Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable such costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any as allowed by Section 11.5 of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursementsCredit Agreement, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingSecured Obligations, in the such order of priority specified as set forth in Subsection Section 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of lawLaw, including, without limitation, including Section 9-615(a)(3) of the CodeUCC, need the Collateral Agent account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable lawLaw, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale exercise of the Security Collateral, any rights hereunder other than any such claims, damages and demands that may arise from the bad faith, gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be is required by lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days ten (10) Business Days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if (a) If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable law and or in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law if an Event of Default shall have occurred and subject to each applicable Intercreditor Agreementbe continuing, the 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 Granting Party Grantor, Holdings or any other Person 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, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Each Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor or Holdings, as applicable, which right or equity is hereby waived and releasedreleased to the extent permitted by applicable law. Each Granting Party purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor or Holdings and each Grantor and Holdings hereby waive (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which they now have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor and Holdings agree that, to the extent notice of sale shall be required by law, at least ten days notice to such Grantor or Holdings, as applicable, 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 agreesnotice, 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 effect the commercial reasonableness of any sale of the Collateral. Each Grantor and Holdings agree 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. Each Grantor and Holdings hereby waive 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 and Holdings further agree, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting Party’s premises Grantor's or Holdings' premises, as applicable, or elsewhere. The Collateral Administrative Agent shall apply have the net proceeds of any action taken by it pursuant right to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages law to enter onto the property where any Collateral is located and demands it may acquire against the Collateral Agent take possession thereof with or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionwithout judicial process.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith (subject to the terms of any documentation governing any Permitted Receivables Securitization) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The Administrative Agent or any other Secured Party shall have the rightright to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Administrative Agent’s 's request (subject to each applicable Intercreditor Agreementthe terms of any documentation governing any Permitted Receivables Securitization), to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting Party’s 's premises or elsewhere. The Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingParty, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the Code, need the Collateral Administrative Agent account for the surplus, if any, to such any Granting Party. To the extent permitted by applicable law, (i) such each Granting Party waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder, retention or sale except to the extent arising as a result of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing continuing, subject to the terms of each any applicable Intercreditor Agreement, the Administrative Agent and the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each any applicable Intercreditor Agreement, the Administrative Agent and 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 Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and law, subject to each any applicable Intercreditor Agreement, the Administrative Agent, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Administrative Agent and/or the Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent, the Collateral Agent and the other Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Administrative Agent and the Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Administrative Agent, the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if (a) If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the other Loan Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under UCC or any other applicable law and in or otherwise available at law or equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Any Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. Any such sale or transfer by the Administrative Agent either to itself or to any other Person shall be absolutely free from any claim of right by any Grantor, including any equity or right of redemption, stay or appraisal which any Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and each Grantor hereby waives any rights it may have in respect thereof). 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 Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 6.06, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations Obligations, in accordance with Section 10.02(c) of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Term Loan Agreement, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the CodeUCC, need the Collateral Administrative Agent account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossession, retention or sale exercise by them of any rights hereunder except to the Security Collateral, other than any such claims, damages and demands that may arise from extent caused by the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if Party or their respective agents. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement) collect, receive, appropriate and realize upon the Security CollateralPledged Stock, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral Pledged Stock 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 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. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral Pledged Stock so sold, free of any right or equity of redemption in such Granting Partythe Pledgor, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6subsection 6.4, 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 Security Collateral Pledged Stock or in any way relating to the Security Collateral Pledged Stock or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.3 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Partythe Pledgor. To the extent permitted by applicable law, (i) such Granting Party the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security CollateralPledged Stock, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral the Pledged Stock 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. Subject to each any applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreementlaw, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each the terms of any documentation governing any Special Purpose Financing and subject to any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if (a) If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the Secured Parties, Issuing 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 Obligations to the extent permitted by applicable lawL/C Obligations, all rights and remedies of a secured party under the Code and UCC (whether or not the UCC applies to the affected Collateral) or its rights under any other applicable law and or in equity. Without limiting the generality If an Event of the foregoing, to the extent permitted by applicable law Default shall occur and subject to each applicable Intercreditor Agreementbe continuing, 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 Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party Issuing Bank shall also have the right, upon any such sale or salesdelivery of a written instruction by the Issuing Bank to the Deposit Bank and without notice to the Account Party except as required by law, to purchase instruct the whole Deposit Bank to distribute all or any part of the Security L/C Collateral so Account against the L/C Obligations or any part thereof in accordance with such instructions (including to cause any Permitted Deposit Investments to be liquidated or sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released). Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. b) The Collateral Agent Issuing Bank shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 8.02, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent Issuing Bank and the other Secured Parties Deposit Bank hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the L/C Obligations in accordance with the last paragraph of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting PartyArticle IX. To the extent permitted by applicable law, (i) such Granting the Account Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party Issuing Bank and the Deposit Bank arising out of the repossessionexercise by it of any rights hereunder, retention or sale except for gross negligence and willful misconduct as determined by a court of the Security competent jurisdiction by final and nonappealable judgment. SECTION 8.03. Delivery of Collateral, other than any such claims, damages Execution of Financing Statements and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, Related Representations and Covenants. (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.a)

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Code and under UCC or any other applicable law and Requirement of Law or in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the 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 belowlaw) to or upon any Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The Administrative Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, in accordance with the provisions of Section 6.5, only after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations Secured Obligations, in such order as is contemplated by Section 8.3 of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Credit Agreement, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the CodeUCC, need but only to the Collateral Agent account for extent of the surplus, if any, owing to such Granting Partyany Grantor. To the extent permitted by applicable lawany Requirement of Law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossessionexercise by any of them of any rights hereunder, retention or sale of except to the Security Collateral, other than any such claims, damages and demands that may arise from extent caused by the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if Party or their respective agents. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if (a) If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable law and or in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law if an Event of Default shall have occurred and subject to each applicable Intercreditor Agreementbe continuing, the 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 Granting Party Grantor, Holdings or any other Person 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, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Each Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor or Holdings, as applicable, which right or equity is hereby waived and releasedreleased to the extent permitted by applicable law. Each Granting Party purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor or Holdings and each Grantor and Holdings hereby waive (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which they now have or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor and Holdings agree that, to the extent notice of sale shall be required by law, at least ten days notice to such Grantor or Holdings, as applicable, 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 agreesnotice, 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 effect the commercial reasonableness of any sale of the Collateral. Each Grantor and Holdings agree 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. Each Grantor and Holdings hereby waive 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 and Holdings further agree, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or Holdings’ premises, as applicable, or elsewhere. The Collateral Administrative Agent shall apply have the net proceeds of any action taken by it pursuant right to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages law to enter onto the property where any Collateral is located and demands it may acquire against the Collateral Agent take possession thereof with or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionwithout judicial process.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing continuing, subject to the terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitysubject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreementlaw, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to the terms of any documentation governing any Special Purpose Financing and subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the 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 168 below) to or upon any Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The Administrative Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such any Granting Party, which right or equity is hereby waived and or released. Each Granting Party further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting Party’s 's premises or elsewhere. The Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingParty, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the Code, need the Collateral Administrative Agent account for the surplus, if any, to such any Granting Party. To the extent permitted by applicable law, (i) such each Granting Party waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder, retention or sale except to the extent arising as a result of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur occurs and be continuing subject to the terms of each applicable Intercreditor Agreementis continuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Code and under UCC or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law if an Event of Default occurs and subject to each applicable Intercreditor Agreementis continuing, the 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Secured Parties shall have the right upon any such public sale or sales, and, to the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the rightlaw, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)following and during the continuance of an Event of Default, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred Section 6.5 in connection therewith or incidental to the care or safekeeping of any accordance with Section 8.03 of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Credit Agreement, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeUCC, need the Collateral Administrative Agent account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention exercise by such Secured Party or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct it sub-agents of any of the Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing continuing, subject to the terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawlaw and subject to each applicable Intercreditor Agreement, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitysubject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

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

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, Administrative Agent on behalf of the Secured Parties, Parties may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The Administrative Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such any Granting Party, which right or equity is hereby waived and or released. Each Granting Party further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting Party’s 's premises or elsewhere. The Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingParty, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the Code, need the Collateral Administrative Agent account for the surplus, if any, to such any Granting Party. To the extent permitted by applicable law, (i) such each Granting Party waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder, retention or sale except to the extent arising as a result of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral First Lien Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawGrantor Obligations, all rights and remedies of a secured party under the Code and under Maryland UCC or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the Collateral First Lien 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 Granting Party the Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral First Lien Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The First Lien Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partythe Grantor, which right or equity is hereby waived and released. Each Granting Party The Grantor further agrees, at the Collateral First Lien Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral First Lien Agent at places which the Collateral First Lien Agent shall reasonably select, whether at such Granting Partythe Grantor’s premises or elsewhere. The Collateral First Lien Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 5.6 with respect to the 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 Security Collateral of the Grantor or in any way relating to the Security Collateral of the Grantor or the rights of the Collateral First Lien Agent and the other Secured Parties hereunderhereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingGrantor, in the order of priority specified in Subsection 6.5Section 5.5, and only after such application and after the payment by the Collateral First Lien Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeMaryland UCC, need the Collateral First Lien Agent account for the surplus, if any, to such Granting Partythe Grantor. To the extent permitted by applicable law, (i) such Granting Party the Grantor waives all claims, damages and demands it may acquire against the Collateral First Lien Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct exercise by them of any of the Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Pari Passu Collateral Agent, on behalf of itself, the Administrative 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 Obligations to the extent permitted by applicable lawSecured Obligations, all rights and remedies of a secured party under the Code and under New York UCC or any other applicable law and or in equity. Without limiting the generality of the foregoing, to the maximum extent permitted by under applicable law and subject to each applicable Intercreditor Agreementlaw, the Pari Passu Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to belowbelow or notices otherwise required by the Credit Agreement) to or upon any Granting Party the 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 Credit Agreement), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any pre-existing reserved rights or and licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent, the Pari Passu Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor AgreementThe Administrative Agent, the Pari Passu Collateral Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption redemption, stay or appraisal in such Granting Partythe Grantor, which right rights or equity is equities are hereby waived and released. Each Granting Party The Grantor further agrees, at the Pari Passu Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Pari Passu Collateral Agent at places which the Pari Passu Collateral Agent shall reasonably select, whether at such Granting Partythe Grantor’s premises or elsewhere. The Pari Passu Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 6.7, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent, the Pari Passu 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 the Obligations of the relevant Granting Party then due and owingSecured Obligations, in the order of priority specified in Subsection 6.5accordance with Section 6.6, and only after such application and after the payment by the Pari Passu Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeNew York UCC, need the Pari Passu Collateral Agent account for the surplus, if any, to such Granting Partythe Grantor. To Notwithstanding the extent permitted by applicable lawforegoing, (i) such Granting Party waives all claims, damages and demands it may acquire against the Pari Passu Collateral Agent or any other Secured Party arising out shall give the Grantor not less than 10 days’ written notice (which the Grantor agrees is reasonable notice within the meaning of Section 9-611 of the repossession, retention New York UCC or its equivalent in other jurisdictions) of the Pari Passu Collateral Agent’s intention to make any sale of Collateral. Such notice, in the Security case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Collateral, other than any or portion thereof, will first be offered for sale at such claims, damages and demands that may arise from the gross negligence board or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral exchange. Any remedies provided in this Section 6.7 shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.subject to the ABL Intercreditor Agreement. LEGAL_US_E # 147952510.6

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The Administrative Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such any Granting Party, which right or equity is hereby waived and or released. Each Granting Party further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting Party’s 's premises or elsewhere. The Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingParty, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the Code, need the Collateral Administrative Agent account for the surplus, if any, to such any Granting Party. To the extent permitted by applicable law, (i) such each Granting Party waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder, retention or sale except to the extent arising as a result of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing continuing, subject to the terms of each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawlaw and subject to each applicable Intercreditor Agreement, all rights and remedies of a secured party under the Code and or under any other applicable law and in equityequity and subject to each applicable Intercreditor Agreement. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting 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 Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of ----------------------- continuing, each applicable Intercreditor Agreement, the Collateral Agent, on behalf of the Secured Parties, Party may exercise, in addition to all other rights and remedies granted to any of them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it such Secured Party may deem advisable and at such prices as it such Secured Party may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Each Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such any Granting Party, which right or equity is hereby waived and or released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement)any Secured Party's request, to assemble the Security Collateral and make it available to the Collateral Agent Secured Parties at places which the Collateral Agent any Secured Party shall reasonably select, whether at such Granting Party’s 's premises or elsewhere. The Collateral Agent Each Secured Party shall apply the net proceeds of any action taken by it such Secured Party pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Collateral Agent Secured Parties of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent Secured Parties account for the surplus, if any, to such any Granting Party. To the extent permitted by applicable law, (i) such each Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of collateral, except to the Security Collateral, other than any such claims, damages and demands that may arise from extent arising as a result of the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, subject to the terms and conditions of the Second Lien Intercreditor Agreement, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and New York UCC (whether or not the New York UCC applies to the affected Collateral) or its rights under any other applicable law and or in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may may, subject to the terms and conditions set forth in the Second Lien Intercreditor Agreement, in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral Agent or any other Each Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party 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. This procedure will not be considered to adversely effect 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. 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 Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Administrative Agent shall apply have the net proceeds of any action taken by it pursuant to this Subsection 6.6right, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental subject to the care or safekeeping of any of terms and conditions set forth in the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursementsSecond Lien Intercreditor Agreement, to enter onto the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingproperty where any Collateral is located, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, subject to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent take possession thereof with or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionwithout judicial process.

Code and Other Remedies. Subject to each applicable Intercreditor Agreementsubsection 3.3(d) hereof, if an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the U.S. ABL Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without Subject to subsection 3.3(d) hereof, without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the U.S. ABL 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the U.S. ABL Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The U.S. ABL Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the U.S. ABL Collateral Agent’s request (subject to each applicable Intercreditor Agreementthe terms of any documentation governing any Special Purpose Financing), to assemble the Security Collateral and make it available to the U.S. ABL Collateral Agent at places which the U.S. ABL Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The U.S. ABL Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection subsection 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the U.S. ABL 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5subsection 6.5 above, and only after such application and after the payment by the U.S. ABL Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the U.S. ABL Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the U.S. ABL Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the U.S. ABL Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. (a) Subject to each applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing subject to the terms of each applicable the Intercreditor Agreement, upon the occurrence and during the continuance of a Parity Lien Debt Default, the Collateral AgentTrustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement Agreement, the Parity Lien Documents and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawParity Lien Obligations, all rights and remedies of a secured party under the Code and under UCC or any other applicable law and in or otherwise available at law or equity. Without Subject to the terms of the Intercreditor Agreement, without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreement, the 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstancesmay, during the continuance of a Parity Lien Debt Default, forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such commercially reasonable prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To Subject to the extent permitted by law and subject to each applicable terms of the Intercreditor Agreement, the Collateral Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party Subject to the terms of the Intercreditor Agreement, if applicable to any particular item of Collateral, each Grantor further agrees, at the Collateral AgentTrustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent Trustee at places which the Collateral Agent Trustee shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Any such sale or transfer by the Collateral Agent Trustee either to itself or to any other Person shall be absolutely free from any claim of right by Grantor, including any equity or right of redemption, stay or appraisal which Grantor has or may have under any rule of law, regulation or statute now existing or hereafter adopted (and such Grantor hereby waives any rights it may have in respect thereof). Subject to the terms of the Intercreditor Agreement, upon any such sale or transfer, the Collateral Trustee shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. Subject to the terms of the Intercreditor Agreement, the Collateral Trustee shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 5.01, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Agent Trustee and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations Parity Lien Obligations, in accordance with Section 3.4 of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Collateral Trust Agreement, and only after such application and after the payment by the Collateral Agent Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) 615 of the CodeUCC, need the Collateral Agent Trustee account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Granting Party each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent Trustee or any other Secured Party arising out of the repossession, retention or sale exercise by them of any rights hereunder except to the Security Collateral, other than any such claims, damages and demands that may arise from extent caused by the gross negligence or willful misconduct of any of the Collateral Agent Trustee or such other Secured Party, and (ii) if Party or their respective agents. If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The Agent or any other Secured Party shall have the rightright to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting PartyObligations. To the extent permitted by applicable law, (i) such each Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder, retention or sale except to the extent arising as a result of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Agent, on behalf of itself, the Administrative 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 Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under New York UCC or any other applicable law and or in equity. Without limiting the generality of the foregoing, to the maximum extent permitted by under applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Credit Agreement) to or upon any Granting Party 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 Credit Agreement), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any pre-existing reserved rights or and licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent, the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor AgreementThe Administrative Agent, the Collateral Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption redemption, stay or appraisal in such Granting Partyany Grantor, which right rights or equity is equities are hereby waived and released. Each Granting Party Grantor further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6Section 6.7, 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 Security Collateral or in any way relating to the Security Collateral or the rights of the Administrative Agent, the 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 the Obligations of the relevant Granting Party then due and owingObligations, in the order of priority specified in Subsection 6.5accordance with Section 6.6, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeNew York UCC, need the Collateral Agent account for the surplus, if any, to such Granting Partyany Grantor. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject to each applicable Intercreditor Agreement, if (a) If an ICA Event of Default shall occur and be continuing subject and upon receipt by the Collateral Agent of an Act of Instructing Senior Secured Parties directing the Collateral Agent to send a Remedies Notice in connection therewith as provided in the terms of each applicable Intercreditor Agreement, and until such time as such Remedies Notice has been rescinded, the Collateral Agent, on behalf of the Senior Secured Parties, may exerciseexercise in accordance with the terms of the Intercreditor Agreement, 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 lawGuaranteed Obligations, all rights and remedies of a secured party under the Code and UCC (whether or not the UCC applies to the affected Collateral) or its rights under any other applicable law and Applicable Law or in equity. Without limiting the generality of the foregoing, foregoing and in each case subject to the extent permitted by applicable law and subject to each applicable terms of the Intercreditor Agreement, 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 Granting Party Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Senior 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. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The Collateral Agent or any and each other Senior Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such Granting Partyany Grantor, which right or equity is hereby waived and released. Each Granting Party 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 Business Days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In connection with any such sale, the Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. In the exercise of its remedies, each Grantor agrees that it would not be commercially unreasonable for the Collateral Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Collateral Agent’s request (and upon receipt by the Collateral Agent of an Act of Instructing Senior Secured Parties directing the Collateral Agent to send a Remedies Notice in connection therewith as provided in the Intercreditor Agreement, and until such time as such Remedies Notice has been rescinded and subject to each applicable the terms of the Intercreditor Agreement), to assemble the Security Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting PartyGrantor’s premises or elsewhere. The Collateral Agent shall apply In the net proceeds exercise of any action taken by it pursuant to this Subsection 6.6, after deducting all reasonable costs its remedies in accordance with the Intercreditor Agreement and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the 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 the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5, and only after such application and after the payment upon receipt by the Collateral Agent of any other amount required by any provision an Act of law, including, without limitation, Section 9-615(a)(3) of the Code, need Instructing Senior Secured Parties directing the Collateral Agent account for to send a Remedies Notice in connection therewith as provided in the surplusIntercreditor Agreement, if anyand until such time as such Remedies Notice has been rescinded, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Collateral Agent shall have the right to enter onto the property where any Collateral is located and take possession thereof with or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionwithout judicial process.

Code and Other Remedies. Subject to each any applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Common Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code (whether or not the Code applies to the affected Security Collateral) and under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the Common 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Common Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreementlaw, the Common Collateral Agent or any other Secured Party shall have the right, upon any such sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Granting Party, which right or equity is hereby waived and released. Each Granting Party further agrees, at the Common Collateral Agent’s request (subject to each the terms of any documentation governing any Special Purpose Financing and subject to any applicable Intercreditor Agreement), to assemble the Security Collateral and make it available to the Common Collateral Agent at places which the Common Collateral Agent shall reasonably select, whether at such Granting Party’s premises or elsewhere. The Common Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Common Collateral Agent and the other Secured Parties hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owing, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Common Collateral Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the Code, need the Common Collateral Agent account for the surplus, if any, to such Granting Party. To the extent permitted by applicable law, (i) such Granting Party waives all claims, damages and demands it may acquire against the Common Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Common Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. Each Grantor hereby consents to the non-exclusive royalty free use by the Common Collateral Agent of any Intellectual Property included in the Collateral for the purposes of disposing of any Security Collateral.

Code and Other Remedies. Subject In each case subject to each applicable Intercreditor Agreementsubsection 3.2, if an Event of Default specified in subsection 8(f) of the Credit Agreement shall occur and be continuing subject to the terms of each applicable Intercreditor Agreement, the continuing: The Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable law, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, 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 Granting Party the Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith (subject to the terms of any documentation governing any Special Purpose Financing) collect, receive, appropriate and realize upon the Security Pledged Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the The Collateral Agent or any other Secured Party shall have the right, to the extent permitted by law, upon any such sale or sales, to purchase the whole or any part of the Security Pledged Collateral so sold, free of any right or equity of redemption in such Granting Partythe Pledgor, which right or equity is hereby waived and released. Each Granting Party The Pledgor further agrees, at the Collateral Agent’s request (subject to each applicable Intercreditor Agreementthe terms of any documentation governing any Special Purpose Financing), to assemble the Security Pledged Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Granting Partythe Pledgor’s premises or elsewhere. The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection 6.6subsection 6.3 up to an amount not to exceed, after deducting when aggregated with all other amounts paid, paid over to or collected or otherwise received by any Agent or any Secured Creditor at any time (upon the exercise of remedies or otherwise) pursuant to or in connection with this Agreement, any other Restricted Assets Collateral Document or the Pledged Collateral, the Maximum Aggregate Secured Amount, to all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Pledged Collateral or in any way relating to the Security Pledged Collateral or the rights of the Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, and then to the payment in whole or in part of the Obligations of the relevant Granting Party Pledgor then due and owing, in the order of priority specified in Subsection 6.5subsection 6.2 above, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the Code, need the Collateral Agent account for the surplus, if any, to such Granting Partythe Pledgor. To the extent permitted by applicable law, (i) such Granting Party the Pledgor waives all claims, damages and demands it may acquire against the Collateral Agent or any other Secured Party arising out of the repossession, retention or sale of the Security Pledged Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Agent or such other Secured Party, and (ii) if any notice of a proposed sale or other disposition of Security the Pledged 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. Subject to each applicable Intercreditor Agreement, if If an Event of Default shall occur and be continuing subject to the terms of each applicable Intercreditor Agreementcontinuing, the Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawObligations, all rights and remedies of a secured party under the Code and under or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable law and subject to each applicable Intercreditor Agreementlaw, the 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 Granting Party or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwith, subject to any existing reserved rights or licenses, forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Security Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Collateral Administrative Agent or any other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law and subject to each applicable Intercreditor Agreement, the Collateral The Administrative Agent or any other Secured Party shall have the rightright 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 Security Collateral so sold, free of any right or equity of redemption in such any Granting Party, which right or equity is hereby waived and or released. Each Granting Party further agrees, at the Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Collateral Administrative Agent at places which the Collateral Administrative Agent shall reasonably select, whether at such Granting Party’s 's premises or elsewhere. The Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Subsection Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Collateral Administrative Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Granting Party then due and owingParty, in the order of priority specified in Subsection 6.5Section 6.5 above, and only after such application and after the payment by the Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the Code, need the Collateral Administrative Agent account for the surplus, if any, to such any Granting Party. To the extent permitted by applicable law, (i) such each Granting Party waives all claims, damages and demands it may acquire against the Collateral Administrative Agent or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder, retention or sale except to the extent arising as a result of the Security Collateral, other than any such claims, damages and demands that may arise from the gross negligence or willful misconduct of any of the Collateral Administrative Agent or such other Secured Party, and (ii) if . If any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.. 35 30