Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. If an Event of Default shall occur and be continuing, the 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 any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 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, 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 Grantor, which right or equity is hereby waived and released. Each Grantor 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 Grantor’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, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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. If an Subject to Article XIV of the Participation Agreement, if a Lease Event of Default shall occur and be continuing, 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 lawLeveraged Lease 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor 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 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s the Pledgor's premises or elsewhere. The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6SECTION 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the 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, hereunder (including, without limitation, reasonable attorneys’ ' fees and disbursements) and after crediting such proceeds to the subaccounts of the Collateral Account in accordance with Section 5.3, to the payment in whole or in part of the Obligations of applicable Leveraged Lease Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCollateral Agent may elect, 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)(3504(l)(c) of the CodeNew York UCC, need the Note Collateral Agent account for the surplus, if any, to such Grantorthe Pledgor. To the extent permitted by applicable law, (i) such Grantor the Pledgor 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 exercise by them of any of the Note 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. If an Event a Notice of Default shall occur and be continuingAcceleration is in effect, the Note Collateral AgentTrustee, 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 equityApplicable Laws. Without limiting the generality of the foregoing, to the extent permitted by applicable lawif a Notice of Acceleration is in effect, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the extent not prohibited by law), may in such circumstancescircumstances forthwith, forthwith without notice to the Company and the relevant Grantor, 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 Note Collateral Agent or any other Secured Party Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to bid for or purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and releasedreleased to the extent not prohibited by Applicable Laws, and may make payment on account thereof by using any claim then due and payable to the Secured Parties by such Grantor as a credit against the purchase price (pursuant to procedures established by the Collateral Trustee), and the Collateral Trustee may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to any Grantor therefor. Each Grantor further agrees, at the Note Collateral AgentTrustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent Trustee 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 Note 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 of the relevant Grantor then due and owingSecured Obligations, as and in such order provided for in the order of priority specified in subsection 6.5 aboveCollateral Trust Agreement, and and, subject to any Applicable Laws, only after such application and after the payment by the Note Collateral Agent Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeUCC, need the Note Collateral Agent Trustee account for the surplus, if any, to such any Grantor. To the extent permitted by applicable lawApplicable Laws, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. If Subject to the terms of the Credit Agreement or any Applicable Intercreditor Agreement, if an Event of Default shall occur and be continuing, and after giving prior written notice to the Note Company and any applicable Grantor, the Collateral Agent, on behalf Agent may (i) exercise in respect of the Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawit, all the rights and remedies of a secured party upon default 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor UCC or any other Person (all Applicable Law and each of which demandsalso upon prior written notice to the relevant Grantor, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon sell 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 at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral, (ii) occupy any premises owned or, to the extent lawful and permitted, leased by any of the Grantors where the Collateral or any part thereof is assembled or located for a reasonable period in order to effectuate its rights and remedies hereunder or under law, without obligation to such Grantor in respect of such occupation and (iii) exercise any and all rights and remedies of any of the Grantors under or in connection with the Collateral, or otherwise in respect of the Collateral. To The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such sale or salesprivate sale, to purchase the whole or any part of the Security Collateral so sold, free and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ prior written notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such Grantorsale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Agent, at places which that the Note Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent shall apply the net proceeds Proceeds of any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs and expenses Section 6.6 in accordance with the provisions of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 disposition6.5.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Administrative Agent, on behalf of the Administrative Agent and the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations 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, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security Collateral, or any part thereof, and/or may forthwithmay, subject to any existing reserved preexisting rights or and 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 Note 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 Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6, 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 Note Collateral Administrative 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 Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveAdministrative Agent may elect, and only after such application and after the payment by the Note Collateral Administrative 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 Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Administrative 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 it of any of the Note 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. (a) If an Event of Default shall occur and be continuing, the Note Collateral Agent may take all such actions and exercise all such rights and remedies set forth in this clause (a). 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 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 forthwith Dispose of or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of purchase 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 Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely effect the commercial reasonableness of any sale of the Collateral. 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 (it being understood and agreed that the Collateral Agent or any Secured Party may bid at a private sale only if permitted by Section 9-610(c)(2) of the New York UCC and Grantor reserves the right to object to commercial reasonableness of any private sale if buyer at such private sale is the Collateral Agent or a Secured Party). Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, 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 Grantor’s premises or elsewhere. The Note Collateral Agent shall apply have the net proceeds of right to enter onto the property where any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs Collateral is located and expenses of every kind incurred in connection therewith take possession thereof with 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 dispositionjudicial process.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note 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 New York UCC or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to foregoing upon the extent permitted by applicable lawoccurrence and during the continuance of an Event of Default, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances, 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 perform any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s written request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 6.8, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties hereunderhere- under, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveAdministrative Agent may elect, and only after such application and after the payment by the Note Collateral Administrative 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 Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note 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 Note 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. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf Agent may exercise in respect of the Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawit, all the rights and remedies of a secured party upon default under the Code and under NY UCC or any other applicable law or in equity and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Note Collateral Agent, also may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to as specified below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, forthwith collect, receive, appropriate and realize upon sell 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 salessale, at any exchange, exchange broker’s board or office at any of the Note Collateral Agent Agent’s offices 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 bestelsewhere, for cash or cash, on credit or for future delivery without assumption delivery, at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. To The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent or any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such sale or salesprivate sale, to purchase the whole or any part of the Security Collateral so sold, free and the Collateral Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 5.4(a)(i) hereof and (y) the ratable satisfaction of the Obligations in accordance with the priorities set forth in Section 5.4(a) hereof, pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such Grantorsale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, 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 Grantor’s premises or elsewhere. The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.5 in accordance with the provisions of Section 5.4 hereof. As an alternative to exercising the power of sale herein conferred upon it, after deducting all reasonable costs the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and expenses to sell the Collateral or any portion thereof pursuant to a judgment or decree of every kind incurred in connection therewith a court or incidental courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Any sale pursuant to the care or safekeeping provisions of any of the Security Collateral or in any way relating this Section 5.5 shall be deemed to conform to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties hereunder, including, without limitation, commercially reasonable attorneys’ fees and disbursements, to the payment standards as provided in whole or in part of the Obligations of the relevant Grantor then due and owing, as and in the order of priority specified in subsection 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)(3610(b) of the Code, need the Note Collateral Agent account for the surplus, if any, to such Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent NY UCC or any its equivalent in 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 dispositionjurisdictions.

Code and Other Remedies. If an Event of Default shall occur and be continuingIn connection with any Foreclosure on Collateral, the Note 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 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, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the extent not prohibited by law), may in such circumstancescircumstances forthwith, forthwith with notice to the relevant Grantor, collect, receive, appropriate and realize upon the Security applicable 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 such Collateral or any part thereof (or 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 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 Administrative Agent, its nominee or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security such Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and releasedreleased to the extent not prohibited by applicable law. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security such Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security such Collateral or in any way relating to the Security such Collateral or the rights of the Note 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 Grantor then due and owingSecured Obligations, as and in the such order of priority specified provided for in subsection 6.5 abovethis Agreement, and only after such application and after the payment by the Note Collateral Administrative 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 Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Administrative Agent or any other Secured Party arising out of the repossession, retention or sale exercise by them of the Security Collateral, other than any rights hereunder except any such claims, damages and demands that may arise from arising as a result of the gross negligence or willful misconduct of any of the Note Collateral Administrative Agent or such any 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 Business Days before such sale or other disposition. Notwithstanding anything to the contrary in this Agreement, the Administrative Agent shall not turn over possession of any Collateral delivered to it hereunder (other than Collateral that is released to the Company and the Grantors in accordance with Section 7.13 of this Agreement) to any Secured Party or any other Person except upon completion of, or to the extent necessary to complete, a Foreclosure on such Collateral.

Code and Other Remedies. If an Enforcement Event of Default shall occur and be continuing, the Note Lien Collateral Agent, on behalf of the other Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawIssuer 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, the Note Lien Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, 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 Note Lien 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, the The Note Lien 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 any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Lien Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Lien Collateral Agent at places which the Note Lien Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Lien Collateral Agent 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 Note Lien Collateral Agent and the other Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of Issuer Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveNote Lien Collateral Agent may elect, and only after such application and after the payment by the Note Lien 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 Note Lien Collateral Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Lien 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 Note 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. If During the continuance of an Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawobligations under any Intercompany Secured Loan Agreement, 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, the Note Collateral AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Form of Intercompany Security Agreement SECURITY AGREEMENT or any other Person 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 any Collateral, or any part thereof, and/or and 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 any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the 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, the Note 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 the UCC and other applicable 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 of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Secured Party's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Secured Party at places which that the Note Collateral Agent Secured Party shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note Collateral Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties hereunderParty, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owingIntercompany Loan Obligations, in such order as and in the order of priority specified in subsection 6.5 abovesuch Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Note Collateral Agent Secured Party 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 Secured Party account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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. If Subject to the terms of the Intercreditor Agreements, if an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf Agent may exercise in respect of the Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawit, all the rights and remedies of a secured party upon default under the Code and under UCC or any other applicable law and in equity. Without limiting (whether or not the generality of the foregoing, UCC applies to the extent permitted by applicable lawaffected Collateral) and also may with notice to the relevant Grantor, sell the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 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 at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. To The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such sale or salesprivate sale, to purchase the whole or any part of the Security Collateral so sold, free and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such Grantorsale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the 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 Agent, at places which the Note Collateral Agent shall reasonably select, whether at such Grantor’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 Section 5.5 in accordance with the provisions 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 disposition5.4.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral AgentLender, 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 Wisconsin UCC or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable lawif an Event of Default shall occur and be continuing, the Note Collateral AgentLender, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, 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 Note Collateral Agent Lender 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 Lender or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentLender’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Lender at places which the Note Collateral Agent Lender shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent Lender shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.5 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral of such Grantor or in any way relating to the Security Collateral of such Grantor or the rights of the Note Collateral Agent Lender 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 Grantor then due and owingsuch Grantor, as and in the order of priority specified in subsection 6.5 aboveSection 5.4, and only after such application and after the payment by the Note Collateral Agent Lender of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3409.615(1)(c) of the CodeWisconsin UCC, need the Note Collateral Agent Lender account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Lender or any other Secured Party arising out of the repossessionexercise by them of any rights hereunder without gross negligence, 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 or breach of any of the Note Collateral Agent or such other Secured Party, and (ii) if an enforceable contractual obligation. 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. If During the continuance of an Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawobligations under any Intercompany Secured Loan Agreement, 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, the Note Collateral AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Form of Intercompany Security Agreement SECURITY AGREEMENT or any other Person 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 any Collateral, or any part thereof, and/or and 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 any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the 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, the Note 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 the UCC and other applicable 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 of any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentSecured Party’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Secured Party at places which that the Note Collateral Agent Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties hereunderParty, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owingIntercompany Loan Obligations, in such order as and in the order of priority specified in subsection 6.5 abovesuch Intercompany Secured Loan Agreements shall prescribe, and only after such application and after the payment by the Note Collateral Agent Secured Party 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 Secured Party account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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. If an Event of Default shall occur and be continuing, the Note Collateral AgentSecurity Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations 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, the Note Collateral AgentSecurity Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensespresentments, protests, advertisements and notices are hereby waived), may in such circumstancesduring the continuance of an Event of 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 Note Collateral Agent Security Trustee 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 The Security Trustee and each other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentSecurity Trustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Security Trustee at places which the Note Collateral Agent Security Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent Security Trustee 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 Note Collateral Agent Security 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 of the relevant Grantor then due and owingObligations, as and in the order of priority specified in subsection 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, accordance with Section 9-615(a)(3) of the Code, need the Note Collateral Agent account for the surplus, if any, to such Grantor6.5. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Security Trustee 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 Note 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.. 4823-9888-3206v7 16 6.7

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured PartiesSecurityholders and the Trustee, 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, subject to the Intercreditor Agreement. Without limiting the generality of the foregoing, foregoing and subject to the extent permitted by applicable lawIntercreditor 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 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 '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 Subject to the Intercreditor Agreement, the Collateral Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s 's premises or elsewhere. The Note Collateral Agent 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 Note Collateral Agent and or the other Secured Parties Securityholders hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCollateral Agent may elect, 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)(3504(1)(c) of the CodeNew York UCC, need the Note Collateral Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party Securityholder 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 Note 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. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured Parties, may may, to the extent not inconsistent with the Intercreditor Agreement, 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 Code, under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, 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 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, the Note 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 GrantorGranting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, 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 GrantorGranting 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, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor Granting Party then due and owing, as and in the order of priority specified in subsection 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 GrantorGranting Party. To the extent permitted by applicable law, (i) such Grantor 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 PartyParty (in each case as determined in a final non-appealable decision issued by a court of competent jurisdiction), and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, Trustee 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 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, the Note 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 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 's board or office of the Note Collateral Agent Trustee 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 Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such the Grantor’s 's premises or elsewhere. The Note Collateral Agent Trustee 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, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owing, as and Section 5.1 in the order of priority specified manner set forth in subsection 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 GrantorTrust Agreement. To the extent permitted by applicable law, (i) such the Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. If an Event of Default shall occur and be continuing, the Note 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, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 Note 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 201 29 future delivery without assumption of any credit risk. To the extent permitted by law, the Note 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 Grantorany Granting Party, which right or equity is hereby waived and or released. Each Grantor Granting Party further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s Granting Party's premises or elsewhere. The Note 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 Note 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 Grantor then due and owingGranting Party, as and in the order of priority specified in subsection Section 6.5 above, and only after such application and after the payment by the Note 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 Note Collateral Administrative Agent account for the surplus, if any, to such Grantorany Granting Party. To the extent permitted by applicable law, (i) such Grantor each Granting Party waives all claims, damages and demands it may acquire against the Note 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 Note 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. If an Event of Default shall occur and be continuing, 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 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by a Requirement of 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, 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, the Note 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 any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, 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 Grantor’s premises or elsewhere. The Note 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 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 Secured Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCollateral Agent may elect, 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 CodeNew York UCC, need the Note Collateral Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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. If an Subject to Article XIV of the Participation Agreement, if a Lease Event of Default shall occur and be continuing, 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 lawLeveraged Lease 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor 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 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s the Pledgor's premises or elsewhere. The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the 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, hereunder (including, without limitation, reasonable attorneys’ ' fees and disbursements) and after crediting such proceeds to the subaccounts of the Collateral Account in accordance with Section 5.3, to the payment in whole or in part of the Obligations of applicable Leveraged Lease Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCollateral Agent may elect, 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)(3504(l)(c) of the CodeNew York UCC, need the Note Collateral Agent account for the surplus, if any, to such Grantorthe Pledgor. To the extent permitted by applicable law, (i) such Grantor the Pledgor 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 exercise by them of any of the Note 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. If an Event of Default shall occur and be continuing, the Note Collateral AgentSecurity Trustee, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations 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, the Note Collateral AgentSecurity Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defensespresentments, protests, advertisements and notices are hereby waived), may in such circumstancesduring the continuance of an Event of 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 Note Collateral Agent Security Trustee 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 The Security Trustee and each other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentSecurity Trustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Security Trustee at places which the Note Collateral Agent Security Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent Security Trustee 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 Note Collateral Agent Security 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 of the relevant Grantor then due and owingObligations, as and in the order of priority specified in subsection 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, accordance with Section 9-615(a)(3) of the Code, need the Note Collateral Agent account for the surplus, if any, to such Grantor6.5. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Security Trustee 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 Note 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.. 4823-9888-3206v7 16

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral AgentTrustee, 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 equityRequirement of Law. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (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 Note Collateral Agent Trustee or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To the extent permitted by law, the Note The Collateral Agent Trustee 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 Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentTrustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent Trustee and the Term Loan Agent, as applicable, 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 Note 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 of the relevant Grantor then due and owingObligations, as and in the order of priority specified in subsection 6.5 aboveaccordance with Section 5.5, and only after such application and after the payment by the Note Collateral Agent Trustee 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 Note Collateral Agent Trustee or the Term Loan Agent, as applicable, account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. (a) If an Event of Default shall occur and be continuing, the Note 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 New York UCC (whether or not the New York UCC applies to the affected Collateral) or any other applicable law and or in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances 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 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 Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note 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 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 Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveAdministrative Agent may elect, and only after such application and after the payment by the Note Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3615(a) of the CodeNew York UCC, need the Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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. In the event of any Disposition of any of the Intellectual Property, the goodwill of the business connected with and symbolized by any Trademarks subject to such Disposition shall be included, and the applicable Grantor shall supply the Administrative Agent or its designee with such Grantor's know-how and expertise, and with documents and things embodying the same, relating to the manufacture, distribution, advertising and sale of products or the provision of services relating to any Intellectual Property subject to such Disposition, and such Grantor's customer lists and other records and documents relating to such Intellectual Property and to the manufacture, distribution, advertising and sale of such products and services.

Code and Other Remedies. (a) If an Event of Default shall occur and be continuing, the Note Collateral Agent may take all such actions and exercise all such rights and remedies set forth in this clause (a). 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 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 forthwith Dispose of or licenses, sell, lease, assign, give option or options to purchase, or otherwise dispose of purchase 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 Each Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Collateral Agent may sell the Collateral without giving any warranties as to the Collateral. The Collateral Agent may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor 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 (it being understood and agreed that the Collateral Agent or any Secured Party may bid at a private sale only if permitted by Section 9-610(c)(2) of the New York UCC and Grantor reserves the right to object to commercial reasonableness of any private sale if buyer at such private sale is the Collateral Agent or a Secured Party). Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, 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 Grantor’s premises or elsewhere. The Note Collateral Agent shall apply have the net proceeds of right to enter onto the property where any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs Collateral is located and expenses of every kind incurred in connection therewith take possession thereof with 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 dispositionjudicial process.

Code and Other Remedies. If Upon the occurrence and during the continuance of an Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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 upon the extent permitted by applicable law, occurrence and during the Note continuance of an Event of Default the Collateral Agent, on behalf of the Secured Parties, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances 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 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, the Note The Collateral Agent or and 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 Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, 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 Grantor’s premises or elsewhere. The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of Secured Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCredit Agreement shall prescribe, 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) 610 of the CodeUCC, need the Note Collateral Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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, each Grantor hereby acknowledges and agrees that such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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 or in equity. Without limiting the generality of the foregoing, to the fullest extent permitted by applicable law, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances 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 Note Collateral any Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To Any Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note 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 Note Collateral Administrative Agent and the other Secured Parties Lenders hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of Obligations, in such order as may be required by the relevant Grantor then due Credit Agreement and owing, otherwise as and in the order of priority specified in subsection 6.5 aboveAdministrative Agent may elect, and only after such application and after the payment by the Note Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the CodeNew York UCC, need the Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise of the Security Collateral, any rights hereunder 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 . If any notice of a proposed sale or other disposition of Security Collateral shall be is required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If Subject to the Intercreditor Agreement, during the continuance of an Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, Trustee 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 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, subject to the extent permitted by applicable lawIntercreditor Agreement, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (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 any Collateral, or any part thereof, and/or and 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 any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Note Collateral Agent Trustee or any other Secured Party Holder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (Trustee's request, subject to each applicable the Intercreditor Agreement), to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which that the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note Collateral Agent Trustee shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.2, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent Trustee and the any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, disbursements to the payment in whole or in part of the Obligations of Secured Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 above, Indenture shall prescribe and only after such application and after the payment by the Note Collateral Agent Trustee 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 Trustee, as the case may be, account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee, 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 Note 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. If an Event of Default shall occur and be continuing, 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 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, upon the occurrence and during the continuance of an Event of 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 '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 Collateral Agent or any Secured Party, as agent for and representative of the Secured Parties (but not any Secured Party or Secured Parties in its or their respective individual capacities unless Lenders as provided in Section 9.08 of the Credit Agreement shall otherwise agree in writing) shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s 's premises or elsewhere. The Note 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 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 Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCollateral Agent may elect, 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 CodeNew York UCC, need the Note Collateral Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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. If an Event of Default shall occur have occurred and be continuing, the Note Collateral Agent, on behalf of the Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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, the Note Collateral AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice referred to below or otherwise required by law referred to belowlaw) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived to the extent not prohibited by law), may in such circumstancescircumstances forthwith, forthwith with notice to the Borrower and the relevant Grantor, 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 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 Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and releasedreleased to the extent not prohibited by applicable law. Each Grantor further agrees, at the Note Collateral AgentSecured Party’s request (subject to each applicable Intercreditor Agreement)written request, to assemble the Security Collateral and make it available to the Note Collateral Agent Secured Party at places which the Note Collateral Agent Secured Party shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note 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 out-of-pocket 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 Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owingSecured Obligations, as and in the order of priority specified in subsection 6.5 aboveSection 5.5, and only after such application and after the payment by the Note Collateral Agent Secured Party of any other amount required by any provision of law, including, without limitation, including Section 9-615(a)(3) of the CodeNew York UCC, need the Note Collateral Agent Secured Party account for the surplus, if any, to such any Grantor. To the extent permitted by applicable lawlaw (including Section 9-602 of the UCC), (i) such each Grantor 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 exercise by them of any of the Note 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. If an Event of Default shall occur and be continuing, the Note Collateral Administrative Agent, on behalf of the Secured Parties, may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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 lawif an Event of Default has occurred and is continuing, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances 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 Note 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, the Note 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 Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note 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 Note 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 Grantor then due and owingSecured Obligations, in such order as and provided in the order of priority specified in subsection 6.5 aboveSection 6.5, and only after such application and after the payment by the Note Collateral Administrative 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 Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Administrative 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 Note 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. If During the continuance of an Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, Administrative Agent may exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except PLEDGE AND SECURITY AGREEMENT JARDEN CORPORATION any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security any Collateral, or any part thereof, and/or and 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 any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Note Collateral Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Administrative Agent shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any UCC and other Secured Party shall have the rightapplicable 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 of any Grantor, which right or equity is hereby waived and released. Each In connection with any such public or private sales, each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)'s request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which that the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Administrative Agent and the any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursementsAttorney Costs, to the payment in whole or in part of the Obligations of Secured Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCredit Agreement shall prescribe, and only after such application and after the payment by the Note Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeLaw, need the Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable lawLaw, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Administrative 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 Note 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 lawLaw, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Actionable Default shall occur and be continuing, the Note Collateral AgentTrustee, 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 law, in each case subject to the terms and in equityprovisions of the Collateral Trust Agreement. Without limiting the generality of the foregoing, and in each case subject to the extent permitted by applicable lawterms and provisions of the Collateral Trust Agreement, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Company 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 Note Collateral Agent Trustee 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, the Note The Collateral Agent Trustee or any other Secured Party shall have the right, but shall not be obligated to, 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 Grantorthe Company, which right or equity is hereby waived and released. Each Grantor The Company further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s the Company's premises or elsewhere. The Note Collateral Agent Trustee 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 6.3 in connection therewith or incidental to accordance with the care or safekeeping of any provisions 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 GrantorTrust Agreement. To the extent permitted by applicable law, (i) such Grantor the Company waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured Parties, Trustee 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 Secured Obligations, and as permitted by applicable lawthe Intercreditor Agreement, 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, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may may, to the extent permitted by law and the 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, 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 Note Collateral Agent or any other Secured Party Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, law and the Note Collateral Agent or any other Secured Party shall have the rightIntercreditor Agreement, 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 Grantor, which right or equity is hereby waived and releasedreleased upon consummation of such sale. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note Collateral Agent Trustee shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section V(F), 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 Trustee hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of Secured Obligations, in such order as the relevant Grantor then due Trustee may elect and owing, as and in the order of priority specified in subsection 6.5 abovepermitted by law, and only after such application and after the payment by the Note Collateral Agent Trustee of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3504(1)(c) of the CodeNew York UCC, need the Note Collateral Agent Trustee account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party Trustee arising out of the repossessionexercise by it of any rights hereunder, retention except to the extent arising out of negligence or sale bad faith 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 Trustee. 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. If During the continuance of an Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, Trustee 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 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, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Pledgor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may may, as directed in accordance with the Indentures and the Collateral Trust Agreement, in such circumstances, circumstances STOCK PLEDGE AGREEMENT XXXXX HEALTHCARE CORPORATION forthwith collect, receive, appropriate and realize upon the Security any Collateral, or any part thereofand may, and/or may forthwithas directed in accordance with the Indentures and the Collateral Trust Agreement, 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 any Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Note Collateral Agent Trustee or any other Secured Party Holder of New Notes or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem bestare commercially reasonable, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by the UCC and other applicable law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantorof any Pledgor, which right or equity is hereby waived and released. Each Grantor Pledgor further agrees, at the Note Collateral AgentTrustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which that the Note Collateral Agent Trustee shall reasonably select, whether at such GrantorPledgor’s premises or elsewhere. The Note Collateral Agent Trustee shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent Trustee and the any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of Secured Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 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 GrantorTrust Agreement shall prescribe. To the extent permitted by applicable law, (i) such Grantor each Pledgor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. If (a) Subject to the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Note 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 other Note 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, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (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 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentTrustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. Any such sale or transfer by the Trustee 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 Trustee shall have the right to deliver, assign and transfer to the purchaser or transferee thereof the Collateral so sold or transferred. The Note Collateral Agent Trustee 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 Note 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 of Obligations, in accordance with the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveIndenture, and only after such application and after the payment by the Note Collateral Agent Trustee 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 Note Collateral Agent Trustee account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note 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 Note 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. If an Event a Notice of Default shall occur and be continuingAcceleration is in effect, the Note Collateral AgentTrustee, 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, but subject to the extent permitted by applicable lawSection 7.15, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Obligor 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 Note Collateral Agent Trustee 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 Collateral Trustee or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantorany Obligor, which right or equity is hereby waived and released. Each Grantor Obligor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s Obligor's premises or elsewhere. The Note Collateral Agent Trustee 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 Note 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 of the relevant Grantor then due and owingSecured Obligations, as and in the order set forth in Section 3.4 of priority specified in subsection 6.5 abovethe Trust Agreement, and only after such application and after the payment by the Note Collateral Agent Trustee 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 Note Collateral Agent Trustee account for the surplus, if any, to such Grantorany Obligor. To the extent permitted by applicable law, (i) such Grantor each Obligor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. If Subject to the terms of the Intercreditor Agreements, if an Event of Default shall occur and be continuing, and after giving prior notice to the Note Borrower and any applicable Grantor, the Collateral Agent, on behalf Agent may exercise in respect of the Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawit, all the rights and remedies of a secured party upon default under the Code and under UCC or any other applicable law and in equity. Without limiting the generality of the foregoing, also may with notice to the extent permitted by applicable lawrelevant Grantor, sell the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 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 at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. To The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such sale or salesprivate sale, to purchase the whole or any part of the Security Collateral so sold, free and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such Grantorsale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Agent, at places which the Note Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.5 in accordance with the provisions of Section 5.4. National Vision Holdings, after deducting all reasonable costs Inc. has requested confidential treatment of this registration statement and expenses of every kind incurred in connection therewith or incidental associated correspondence pursuant to the care or safekeeping of any Rule 83 of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent Securities 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 dispositionExchange Commission.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuing----------------------- Default, the Note Collateral Agent, on behalf of the Secured Parties, Trustee 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 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, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (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 Note Collateral Agent Trustee 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 Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note Collateral Agent Trustee 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, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owing, as and Section 5.1 in the order of priority specified manner set forth in subsection 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 GrantorTrust Agreement. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. (a) If an Event of Actionable Default shall occur and be continuing, the Note Collateral AgentTrustee, 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 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 equityequity in each case subject to the terms of the Collateral Trust Agreement. Without limiting the generality of the foregoing, foregoing and in each case subject to the extent permitted by applicable lawterms of the Collateral Trust Agreement, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (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 Note Collateral Agent Trustee 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 Collateral Trustee and each other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, 50 and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In connection with any such sale, the Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely effect 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 Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Note Collateral AgentTrustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note In the exercise of its remedies, the Collateral Agent Trustee shall apply have the net proceeds of right to enter onto the property where any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs Collateral is located and expenses of every kind incurred in connection therewith take possession thereof with 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 dispositionjudicial process.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them it in this Agreement, the Stock Purchase 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, the Note Collateral AgentSecured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (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 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 Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantorthe Grantors, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentSecured Party’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Secured Party at places which the Note Collateral Agent Secured Party shall reasonably select, whether at such and Grantor’s premises or elsewhere. The Note Collateral Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.2, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral or in any way relating to the Security Collateral or the rights of the Note Collateral Agent and the other Secured Parties Party hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment and satisfaction in whole or in part of the Obligations of Secured Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveSecured Party may elect, and only after such application and after the payment by the Note Collateral Agent Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the CodeUCC, need the Note Collateral Agent Secured Party account for the surplus, if any, to such Grantorthe Grantors. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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. If an Event of Default shall occur and be continuing, the Note Collateral Administrative Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing evidencing, or relating to the Borrower Obligations to the extent permitted by applicable lawor Guarantor Obligations, 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, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement advertisement, or notice of any kind (except any notice required by law referred to below) to or upon any Grantor Borrower, Guarantors, or any other Person (all and each of which demands, defenses, advertisements advertisements, and notices are hereby waived), may in such circumstances, circumstances forthwith collect, receive, appropriate appropriate, and realize upon the Security CollateralPledged Securities, or any part thereof, and/or and 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 Pledged Securities or any part thereof (or 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 Note Collateral Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral Pledged Securities so sold, free of any right or equity of redemption in such GrantorBorrower or Guarantors, which right or equity is hereby waived and released. Each Grantor 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 Grantor’s premises or elsewhere. The Note Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral Pledged Securities or in any way relating to the Security Collateral Pledged Securities or the rights of the Note Collateral Administrative Agent and the other Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ attorneys fees and disbursements, to the payment in whole or in part of the Borrower Obligations of the relevant Grantor then due and owingor Guarantor Obligations, in such order as and in the order of priority specified in subsection 6.5 aboveAdministrative Agent may elect, and only after such application and after the payment by the Note Collateral Administrative Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.504(a) of the Code, need the Note Collateral Administrative Agent account for the surplus, if any, to such GrantorBorrower or Guarantors. To the extent permitted by applicable law, (i) such Grantor waives Borrower and Guarantors waive all claims, damages damages, and demands it any may acquire against the Note Collateral Administrative Agent or any other Secured Party Lender 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 Note 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 collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an Event of Default shall occur and be continuingActionable Default, the Note Collateral Agent, on behalf Trustee may (subject to the terms of the Secured Parties, may Collateral Trust Agreement) exercise, in addition to all other rights and remedies granted to them it in this Agreement and in any other instrument or agreement securing, evidencing or relating to the 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, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may (subject to the terms of the Collateral Trust Agreement) in such circumstances, circumstances forthwith collect, receive, appropriate and realize upon the Security any Shared Collateral, or any part thereof, and/or and 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 any Shared Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s 's board or office of the Note Collateral Agent Trustee or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Shared Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, during the continuance of an Actionable Default, to assemble the Security Shared Collateral and make it available to the Note Collateral Agent Trustee at places which that the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note Collateral Agent Trustee shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.1, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Shared Collateral or in any way relating to the Security Shared Collateral or the rights of the Note Collateral Agent Trustee and the any other Secured Parties Party hereunder, including, without limitation, including reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of Secured Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCollateral Trust Agreement shall prescribe, and only after such application and after the payment by the Note Collateral Agent Trustee 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 Trustee account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note Collateral Agent or such other Secured Party, and (ii) if rights hereunder. If any notice of a proposed sale or other disposition of Security Shared Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Administrative Agent, on behalf of itself and the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations 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, the Note 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 belowbelow or notices otherwise provided in the Loan Documents) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waivedwaived unless otherwise provided in the Loan Documents), may in such circumstances, 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 Note Collateral Administrative Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Administrative 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 Note Collateral Administrative Agent and the other Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveAdministrative Agent may elect, and only after such application and after the payment by the Note Collateral Administrative 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 Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 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. If Subject to the terms of the ABL Intercreditor Agreement, if an Event of Default shall occur and be continuing, and after giving prior notice to the Note Borrower and any applicable Grantor, the Collateral Agent, on behalf Agent may exercise in respect of the Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations to the extent permitted by applicable lawit, all the rights and remedies of a secured party upon default under the Code and under UCC or any other applicable law and in equity. Without limiting (whether or not the generality of the foregoing, UCC applies to the extent permitted by applicable lawaffected Collateral) and also may with notice to the relevant Grantor, sell the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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 board, 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 at such price or prices and upon such other terms as it may deem advisable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. To The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of such Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and, upon consummation of any such sale, the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such sale or salesprivate sale, to purchase the whole or any part of the Security Collateral so sold, free and the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days’ notice to such Grantor of the time and place of any right public sale or equity the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of redemption in Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such Grantorsale may, without further notice, be made at the time and place to which right or equity is it was so adjourned. To the extent permitted by law, each Grantor hereby waived waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and releaseddoes not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Agent, at places which the Note Collateral Agent shall reasonably select, whether at such Grantor’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 Section 5.5 in accordance with the provisions of Section 5.4. This Section 5.5 and all reasonable costs and expenses of every kind incurred in connection therewith or incidental the actions permitted hereunder shall be subject to the care or safekeeping of any terms 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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.ABL Intercreditor Agreement

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note 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 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, the Note Collateral Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances 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 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 Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 7.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the 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 Grantor then due and owingSecured Obligations, as and in the order of priority specified in subsection 6.5 aboveaccordance with Section 7.5, may elect, and only after such application and after the payment by the Note Collateral Administrative 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 Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor 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 exercise by them of any of the Note 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. If an Event of Default shall occur and ----------------------- be continuing, the Note Collateral Agent, on behalf of the Secured PartiesLenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations 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, 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 belowbelow or any notice otherwise expressly required in the Loan Documents) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby 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 Note Collateral Agent, either Agent or any other Secured Party Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Agent, either Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s 's premises or elsewhere. The Note 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 Note Collateral Agent Agent, the Agents and the other Secured Parties Lenders hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of Obligations, in such order as the relevant Grantor then due and owing, as and Collateral Agent may elect in accordance with the order of priority specified in subsection 6.5 aboveCollateral Agent Agreement, 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)(3504(1)(c) of the CodeNew York UCC, need the Note Collateral Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent, either Agent or any other Secured Party Lender 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 Note 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. If an Event of Default shall occur and be continuing, the Note 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 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, the Note 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 the Parent, Holdings, any 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 Note 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 Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such the Parent, Holdings or any Grantor, which right or equity is hereby waived and released. Each The Parent, Holdings and each Grantor further agrees, at the Note Collateral Administrative Agent’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Administrative Agent at places which the Note Collateral Administrative Agent shall reasonably select, whether at the Parent’s, Holdings’ or such Grantor’s premises or elsewhere. The Note Collateral Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 6.6 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral of such Guarantor or in any way relating to the Security Collateral or the rights of the Note Collateral Administrative 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 Grantor then due and owingsuch Grantor, as and in the order of priority specified in subsection Section 6.5 above, and only after such application and after the payment by the Note Collateral Administrative 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 Note Collateral Administrative Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such the Parent, Holdings and each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Administrative 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 Note 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 days before such sale or other disposition.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured Parties, Party may exercise, in addition to all other rights and remedies granted to them the Secured Party or the Secured Parties 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 Applicable UCC or any other applicable law and in equitylaw. Without limiting the generality of the foregoing, to the extent permitted by applicable lawif an Event of Default has occurred and is continuing, the Note 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 the Borrower or any 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 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 Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such the Borrower or any Grantor, which right or equity is hereby waived and released. Each The Borrower and each Grantor further agreesagree, at the Note Collateral AgentSecured Party’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral and make it available to the Note Collateral Agent Secured Party at places which the Note Collateral Agent Secured Party shall reasonably select, whether at the Borrower or such Grantor’s premises or elsewhere. The Note Collateral Agent Secured Party shall apply the net proceeds of any action taken by it pursuant to this subsection 6.60, 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 Secured Party 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 Grantor then due and owingSecured Obligations, in such order as and provided in the order of priority specified in subsection 6.5 above04, and only after such application and after the payment by the Note Collateral Agent Secured Party of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(39.615(a)(3) of the CodeApplicable UCC, need the Note Collateral Agent Secured Party account for the surplus, if any, the Borrower or to such any Grantor. To the extent permitted by applicable law, (i) such the Borrower and each Grantor waives waive all claims, damages and demands it they 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 exercise by them of any of the Note 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. If an Event of Default shall occur and be continuing, upon the Note Collateral written direction of the Administrative Agent, on behalf of the Secured Parties, may Security Trustee shall 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, the Note Collateral AgentSecurity Trustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (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 Note Collateral Agent Security Trustee 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 Security Trustee or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral AgentSecurity Trustee’s request (subject to each applicable Intercreditor Agreement)request, to assemble the Security Collateral owned or held by it and make it available to the Note Collateral Agent Security Trustee at places which the Note Collateral Agent Security Trustee shall reasonably select, whether at such Grantor’s premises or elsewhere. The Note Collateral Agent Security Trustee shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 6.05 with respect to any Grantor’s Collateral, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Security Collateral of such Grantor or in any way relating to the Security Collateral of such Grantor or the rights of the Note Collateral Agent Security Trustee 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 Grantor then due and owingsuch Grantor, as and in the order of priority specified in subsection 6.5 aboveSection 6.04, and only after such application and after the payment by the Note Collateral Agent Security Trustee 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 Note Collateral Agent Security Trustee account for the surplus, if any, to any Grantor. In the case of Pledged Shares, the Security Trustee may require the relevant Grantor to cause the Pledged Shares to be transferred of record into the name of the Security Trustee or its nominee (and the Security Trustee agrees that if any of such GrantorPledged Shares is transferred into its name or the name of its nominee, the Security Trustee will thereafter promptly give to the relevant Grantor copies of any notices and communications received by it with respect to the Pledged Shares). To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Security Trustee 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 Note 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 ten Business Days before such sale or other disposition. In no event shall the Security Trustee or any of its agents be liable in respect of the amount of the purchase price received in connection with any public or private sale of Collateral held in accordance with this Section 6.05.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured Parties, may may, to the extent not inconsistent with the Intercreditor Agreement, 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 Code, under any other applicable law and in equity. Without limiting the generality of the foregoing, to the extent permitted by applicable law, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor 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, 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 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, the Note 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 GrantorGranting Party, which right or equity is hereby waived and released. Each Grantor Granting Party further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s 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, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor Granting Party then due and owing, as and in the order of priority specified in subsection 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 GrantorGranting Party. To the extent permitted by applicable law, (i) such Grantor 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 PartyParty (in each case as determined in a final non-appealable decision issued by a court of competent jurisdiction), and (ii) if any notice of a proposed sale or other disposition of Security Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. If During the continuance of an ----------------------- Event of Default shall occur and be continuingDefault, the Note Collateral Agent, on behalf of the Secured Parties, Trustee 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 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, the Note 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 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 's board or office of the Note Collateral Agent Trustee 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 Collateral Trustee shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such the Grantor, which right or equity is hereby waived and released. Each The Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such the Grantor’s 's premises or elsewhere. The Note Collateral Agent Trustee 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, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations of the relevant Grantor then due and owing, as and Section 5.1 in the order of priority specified manner set forth in subsection 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 GrantorTrust Agreement. To the extent permitted by applicable law, (i) such the Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent Trustee 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 Note 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. (a) If an Event of Actionable Default shall occur and be continuing, the Note Collateral AgentTrustee, 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 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 equityequity in each case subject to the terms of the Collateral Trust Agreement. Without limiting the generality of the foregoing, foregoing and in each case subject to the extent permitted by applicable lawterms of the Collateral Trust Agreement, the Note Collateral AgentTrustee, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, 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 Note Collateral Agent Trustee 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 Collateral Trustee and each other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Trustee shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Trustee may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. In connection with any such sale, the Collateral Trustee may sell the Collateral without giving any warranties as to the Collateral. The Collateral Trustee may specifically disclaim or modify any warranties of title or the like. This procedure will not be considered to adversely effect 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 Trustee to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. EACH Grantor hereby waives any claims against the Collateral Trustee arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public sale, even if the Collateral Trustee accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)Trustee's request, to assemble the Security Collateral and make it available to the Note Collateral Agent Trustee at places which the Note Collateral Agent Trustee shall reasonably select, whether at such Grantor’s 's premises or elsewhere. The Note In the exercise of its remedies, the Collateral Agent Trustee shall apply have the net proceeds of right to enter onto the property where any action taken by it pursuant to this subsection 6.6, after deducting all reasonable costs Collateral is located and expenses of every kind incurred in connection therewith take possession thereof with 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 Grantor then due and owing, as and in the order of priority specified in subsection 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 Grantor. To the extent permitted by applicable law, (i) such Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party arising out of the 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 dispositionjudicial process.

Code and Other Remedies. If an Event of Default shall occur and be continuing, the Note Collateral Agent, on behalf of the Secured PartiesCreditors, 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, 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 belowbelow or any notice otherwise expressly required in the LIFO Loan Documents) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances, circumstances 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 Note Collateral Agent or any other Secured Party Creditor or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. To The Collateral Agent, or any Secured Creditor shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s 's premises or elsewhere. The Note Collateral Agent 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 Note Collateral Agent and the other Secured Parties Creditors hereunder, including, without limitation, reasonable attorneys’ ' fees and disbursements, to the payment in whole or in part of the Obligations of Obligations, in such order as the relevant Grantor then due and owing, as and Collateral Agent may elect in accordance with the order of priority specified in subsection 6.5 aboveMaster Restructuring Agreement, 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)(3504(1)(c) of the Code, need the Note Collateral Agent account for the surplus, if any, to such any Grantor. To the extent permitted by applicable law, (i) such each Grantor waives all claims, damages and demands it may acquire against the Note Collateral Agent or any other Secured Party Creditor 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 Note 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. If an Subject to Article XIV of each Participation Agreement, if a Lease Event of Default shall occur and be continuing, 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 lawLeveraged Lease 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, the Note Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor the Pledgor 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 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 Collateral Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, the Note Collateral Agent or any other Secured Party shall have the right, upon any such private sale or sales, to purchase the whole or any part of the Security Collateral so sold, free of any right or equity of redemption in such Grantorthe Pledgor, which right or equity is hereby waived and released. Each Grantor The Pledgor further agrees, at the Note Collateral Agent’s request (subject to each applicable Intercreditor Agreement)'s request, 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 Grantor’s the Pledgor's premises or elsewhere. The Note Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this subsection 6.6Section 5.4, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the 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, hereunder (including, without limitation, reasonable attorneys’ ' fees and disbursements) and after crediting such proceeds to the subaccounts of the Collateral Account in accordance with Section 5.2, to the payment in whole or in part of the Obligations of applicable Leveraged Lease Obligations, in such order as the relevant Grantor then due and owing, as and in the order of priority specified in subsection 6.5 aboveCollateral Agent may elect, 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 CodeNew York UCC, need the Note Collateral Agent account for the surplus, if any, to such Grantorthe Pledgor. To the extent permitted by applicable law, (i) such Grantor the Pledgor 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 exercise by them of any of the Note 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.