Common use of Code Remedies Clause in Contracts

Code Remedies. If an Event of Default shall have occurred and be continuing, the Agent on behalf of the Banks may exercise, in addition to all other rights and remedies granted to the Agent and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable laws. Without limiting the generality of the foregoing, the 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 Pledgor or any other Person (all and each of such demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank shall have the right upon any such public sale or sales and (to the extent permitted by law) upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that the Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have has occurred and be is continuing, the Agent on behalf of the Banks Lender may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 the Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the AgentLender's request, to assemble the Collateral and make it available to the Agent Lender at places that which the Agent Lender shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent shall apply To the net proceeds extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by them of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgorhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have has occurred and be is continuing, the Agent on behalf of the Banks Lender may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 the Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the AgentLender's request, to assemble the Collateral and make it available to the Agent Lender at places that which the Agent Lender shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent shall apply To the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment extent permitted by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by applicable law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.the Borrower

Code Remedies. If an Indenture Event of Default shall have occurred occur and be continuing, the Agent Collateral Agent, on behalf of the Banks Securityholders and the Certificate Holders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law or as referred to below) to or upon the Pledgor Lessor, the Lessee or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Collateral Agent or any Bank Securityholder or Certificate 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, but subject to the rights of the Lessee under the Lease so long as no Lease Event of Default shall have occurred and be continuing. The Collateral Agent or and/or any Bank Securityholder and/or Certificate Holder shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorLessor, which right or equity is hereby (waived or released to the extent permitted by law) waived or released. The Pledgor Subject to the Lessee's rights under the Lease, if any, the Lessor further agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places that the Collateral Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent Collateral Agent, the Securityholders and the Banks under this Agreement (Certificate Holders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as accordance with Section 7.13 of the Agent may electIndenture, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c615(a) of the Code) , need the Collateral Agent account for the surplus, if any, to the PledgorLessor. To the extent permitted by applicable law, the Lessor waives all claims, damages and demands it may acquire against the Collateral Agent or any Securityholder or Certificate Holder arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent agrees that if it shall proceed to foreclose the Lien of this Agreement, it shall, to the extent that it is entitled to do so hereunder and under the other Operative Agreements, and is not then stayed or prevented from doing so by law or otherwise, proceed (to the extent it has not already done so) to exercise one or more of the significant possessory remedies referred to in the Lease (as it shall determine in its sole good faith discretion).

Code Remedies. If an Event a Notice of Default Enforcement shall have occurred and be continuingin effect, the Agent Trustees, on behalf of the Banks Secured Parties, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the AgentTrustees, 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 Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby expressly waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent Trustees or any Bank Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent Trustees or any Bank Secured Party shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the AgentCorporate Trustee's request, to assemble the Collateral and make it available to the Agent Trustees at places that which the Agent Trustees shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent Corporate Trustee shall apply the net proceeds of any such collectionaction taken pursuant to this subsection in the manner specified in the Trust Agreement. To the extent permitted by applicable law, recoverythe Borrower waives all claims, receipt, appropriation, realization damages and demands it may acquire against the Trustees or sale, after deducting all reasonable costs and expenses incurred therein or incidental to any Secured Party arising out of the care or safekeeping exercise by them of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgorhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. (a) If an Event of Default shall have occurred occur and be continuing, the Agent on behalf of the Banks Purchaser may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Purchaser was the sole and absolute owner thereof (whether and the Grantors, jointly and severally, agree to take all such action as may be necessary or not the Code applies appropriate to any part of the Collateral) and any other applicable lawsgive effect to such right). Without limiting the generality of the foregoing, after the Agentoccurrence and during the continuance of an Event of Default, the Purchaser, 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 Pledgor Grantors or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent allowed by law), may in such circumstances forthwith collect, receive, appropriate and appropriate, realize upon the Collateral or any part thereofupon, or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, in the over-the-counter market, at any exchange, broker's board or office of the Agent or any Bank Purchaser or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent Purchaser may, without notice or publication, adjourn any Bank public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Purchaser shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorGrantors, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Grantor further agrees, at the AgentPurchaser's request, to assemble the Collateral and make it available to the Agent Purchaser at places that which the Agent Purchaser shall reasonably select, whether at the Pledgorsuch Grantor's premises or elsewhere. . (b) The Agent Purchaser shall apply the net proceeds Proceeds of any such collection, recovery, receipt, appropriation, realization or salesale of Collateral, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Purchaser hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Agent Purchaser may electelect consistent with the terms of the Note Purchase Agreement, and only after such application and after the payment by the Agent Purchaser of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Purchaser account for the surplus, if any, to the PledgorGrantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands it may acquire against the Purchaser arising out of the exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent on behalf of the Banks Purchaser may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Purchaser was the sole and absolute owner thereof (whether and each Grantor agrees to take all such action as may be necessary or not the Code applies appropriate to any part of the Collateral) and any other applicable lawsgive effect to such right). Without limiting the generality of the foregoing, the AgentPurchaser, 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 Pledgor any Grantor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent allowed by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Purchaser or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Purchaser shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgorany Grantor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Grantor further agrees, at the AgentPurchaser's request, to assemble the Collateral and make it available to the Agent Purchaser at places that which the Agent Purchaser shall reasonably select, whether at the Pledgorsuch Grantor's premises or elsewhere. The Agent Purchaser shall apply the net proceeds Proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Purchaser hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Agent Purchaser may electelect consistent with the terms of the Note Purchase Agreement, and only after such application and after the payment by the Agent Purchaser of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Purchaser account for the surplus, if any, to the PledgorGrantors. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Purchaser arising out of the exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred and be continuing, the Agent Collateral Agent, on behalf of the Banks Secured Parties may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor a Grantor or any other Person person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Any Secured Party shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgora Grantor, which right or equity is hereby (hereby, to the extent permitted by law) , waived or released. The Pledgor Each Grantor further agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places that which the Collateral Agent shall reasonably select, whether at the Pledgorsuch Grantor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the such Collateral or reasonably relating to the such Collateral or the rights of the Collateral Agent and the Banks under this Agreement (Secured Parties hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent may electaccordance with Section 7.3, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Collateral Agent account for the surplus, if any, to the Pledgorsuch Grantor. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of the Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof.

Code Remedies. If an Event of Default shall have occurred and be continuing, the Agent Administrative Agent, on behalf of the Banks Secured Parties may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not not, because of the jurisdiction of the Collateral, the Code applies to any part of the applicable Collateral) and any other applicable laws). Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor a Grantor or any other Person person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Any Secured Party shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgora Grantor, which right or equity is hereby (hereby, to the extent permitted by law) , waived or released. The Pledgor Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorsuch Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the such Collateral or reasonably relating to the such Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Secured Parties hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent may electaccordance with Section 7.3, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to the Pledgorsuch Grantor. If any notice of a proposed sale or other disposition of such Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent shall have absolute discretion as to the time of application of any such proceeds, money or balances in accordance with this Agreement. Upon any sale of the Collateral by the Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the Administrative Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to the Administrative Agent or such officer or be answerable in any way for the misapplication thereof.

Code Remedies. If an Event a Notice of Default Enforcement shall have occurred and be continuingin effect, the Agent Trustees, on behalf of the Banks Secured Parties, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the AgentTrustees, 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 Pledgor Grantor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby expressly waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent Trustees or any Bank Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent Trustees or any Bank Secured Party shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorGrantor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Grantor further agrees, at the AgentCorporate Trustee's request, to assemble the Collateral and make it available to the Agent Trustees at places that which the Agent Trustees shall reasonably select, whether at the PledgorGrantor's premises or elsewhere. The Agent Corporate Trustee shall apply the net proceeds of any such collectionaction taken pursuant to this subsection in the manner specified in the Trust Agreement. To the extent permitted by applicable law, recoverythe Grantor waives all claims, receipt, appropriation, realization damages and demands it may acquire against the Trustees or sale, after deducting all reasonable costs and expenses incurred therein or incidental to any Secured Party arising out of the care or safekeeping exercise by them of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgorhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an a Credit Agreement Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law or as referred to below) to or upon the Pledgor Borrower, the Lessee or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank 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, but subject to the rights of the Lessee under the Lease so long as no Lease Event of Default shall have occurred and be continuing. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (waived or released to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as accordance with Section 8.2 of the Agent may electCredit Agreement, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c9- 504(1)(c) of the Code) , need the Agent account for the surplus, if any, to the PledgorBorrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Agent agrees that if it shall proceed to foreclose the Lien of this Agreement, it shall, to the extent that it is entitled to do so hereunder and under the other Operative Agreements, and is not then stayed or prevented from doing so by law or otherwise, proceed (to the extent it has not already done so) to exercise one or more of the significant possessory remedies referred to in the Lease (as it shall determine in its sole good faith discretion).

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Administrative Agent, on behalf of the Banks Secured Parties may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the any Pledgor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Secured Party shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the any Pledgor, which right or equity is hereby (to the extent permitted by law) waived or released. The Each Pledgor further agrees, at the Administrative Agent's request, to assemble the its Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorsuch Pledgors's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Secured Parties hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, as provided in such order as the Agent may electsubsection 9.3, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to such Pledgor. To the Pledgorextent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 Pledgor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.net

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Administrative Agent, on behalf of the Banks Secured Parties may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor any Subsidiary or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Secured Party shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgorany Subsidiary, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Subsidiary further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorsuch Subsidiary's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to the Pledgorrelevant Subsidiaries. To the extent permitted by applicable law, each Subsidiary waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an a Credit Agreement Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law or as referred to below) to or upon the Pledgor Borrower, the Lessee or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank 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, but subject to the rights of the Lessee under the Lease so long as no Lease Event of Default shall have occurred and be continuing. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (waived or released to the extent permitted by law) waived or released. The Pledgor further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that the Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.by

Code Remedies. If At any time after an Event of Default shall have occurred and be continuingoccurred, the Agent on behalf of the Banks Lender, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsUniform Commercial Code. Without limiting the generality of the foregoing, the 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 the Pledgor Credit Parties or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgora Credit Party, which right or equity is hereby (to the extent permitted by law) waived or and released. The Pledgor Credit Parties further agreesagree, at the AgentLender's request, to assemble the Collateral and make it available to the Agent Lender at places that which the Agent Lender shall reasonably select, whether at the Pledgorrespective Credit Party's premises or elsewhere. The Agent Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lender hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such the order as and manner determined by the Agent may electLender in its sole and absolute discretion, and only after such application and after the payment by the Agent Lender of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Uniform Commercial Code) , need the Agent Lender account for the surplus, if any, to each of the PledgorCredit Parties. To the extent permitted by applicable law, each Credit Party waives all claims, damages and demands it may acquire against the Lender arising out of the exercise of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given received by the Credit Parties at least 10 20 days before such sale or other disposition.

Code Remedies. If Subject to the provisions of Article VIII of the Indenture, if an Event of Default shall have occurred occur and be continuing, the Agent on behalf of the Banks Trustee may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document including without limitation Section 0 hereof, if applicable, and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, 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 the Pledgor Company or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Trustee shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorCompany, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Company further agrees, at the AgentTrustee's request, to assemble the Collateral and make it available to the Agent Trustee at places that which the Agent Trustee shall reasonably select, whether at the PledgorCompany's premises or elsewhere. The Agent Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or Collateral, in the rights manner set forth in Section 8.6 of the Agent Indenture. To the extent permitted by applicable law, the Company waives all claims, damages and demands it may acquire against the Banks under this Agreement (includingTrustee arising out of the exercise by them of any rights hereunder, without limitation, attorneys' fees and disbursements) except to the payment in whole extent any such claims, damages or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment demands were directly caused by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the PledgorTrustee's gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Collateral Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor Grantors or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Collateral Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorGrantors, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Grantor further agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places that which the Collateral Agent shall reasonably select, whether at the Pledgorsuch Grantor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Collateral Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Collateral Agent may elect, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Collateral Agent account for the surplus, if any, to the PledgorGrantors. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Administrative Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawslaw. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor each Grantor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgoreach Grantor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgoreach Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent may elect, provided in subsection 5.7 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c9- 504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to each Grantor. To the Pledgorextent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent arising out of the exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Administrative Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawslaw. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor each Grantor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgoreach Grantor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgoreach Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent may elect, provided in subsection 5.7 and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to each Grantor. To the Pledgorextent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent arising out of the exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred and be continuing, the The Administrative Agent on behalf may exercise in respect of the Banks may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to the Agent and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligationsit, all the rights and remedies of a secured party upon default under the Code NY UCC (whether or not the Code NY UCC applies to any part of the affected Collateral) and any other applicable laws. Without limiting the generality of the foregoing, the Agentalso may, without demand of performance or other demandnotice except as specified below, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor or any other Person (all and each of such demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver sell the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or salessale, at any exchange, exchange broker's board or office at any of the Agent Administrative Agent's offices or any Bank 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. 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 Administrative Agent or any Bank Secured Party shall have the right upon any such public sale or sales and (sale, and, to the extent permitted by law) , upon any such private sale or salessale, to purchase the whole or any part of the Collateral so sold, free and the Administrative Agent or such Secured Party may subject to (x) the satisfaction in full in cash of all payments due pursuant to Section 8.3(a), and (y) the ratable satisfaction of the Obligations in accordance with Section 8.3(b) pay the purchase price by crediting the amount thereof against the Obligations. Each Grantor agrees that, to the extent permitted by law) any right or equity of redemption in the Pledgor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that the Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before ten days' notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale or other dispositionmay, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Administrative Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Administrative Agent accepts the first offer received and does not offer such Collateral to more than one offeree.

Code Remedies. If an Event of a Default shall have occurred occur and be continuingcontinuing under the Note (after any applicable cure periods), the Agent on behalf of the Banks Shareholder may exercise, in addition to all other rights and remedies granted to the Agent and the Banks him in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, Shareholder 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 Pledgor Acquiror or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Shareholder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Shareholder shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorAcquiror, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Acquiror further agrees, at the Agent's requestrequest of the Shareholder, to assemble the Collateral and make it available to the Agent Shareholder at places that which the Agent Shareholder shall reasonably select, whether at the PledgorAcquiror's premises or elsewhere. The Agent Shareholder shall apply the net proceeds proceed of any such collection, recovery, receipt, appropriation, realization or saleaction taken by him pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Shareholder hereunder, including, without limitation, attorneys' reasonable attorney's fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent Shareholder may elect, and only after such application and after the payment by the Agent Shareholder of any other amount required by any provision of law (law, including, without limitation, Section 90-504(l)(c000 (x)(x) of the Code) , need the Agent Shareholder account for the surplus, if any, to the PledgorAcquiror. To the extent permitted by applicable law, the Acquiror waives all claims, damages and demands it may acquire against the Shareholder arising out to the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code Remedies. If an Event of Default shall have has occurred and be is ------------- continuing, the Agent on behalf of the Banks Bank may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the AgentBank, 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 Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the AgentBank's request, to assemble the Collateral and make it available to the Agent Bank, at places that which the Agent Bank shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent shall apply To the net proceeds extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Bank arising out of the exercise by them of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgorhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Administrative Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this Section, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to the PledgorBorrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the fullest extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity of redemption is hereby (waived or released to the extent permitted by applicable law) waived or released. The Pledgor Borrower further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent account for the surplus, if any, to the PledgorBorrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent account for the surplus, if any, to the PledgorBorrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If At any time after an Event of Default shall have occurred and be continuing------------- occurred, the Agent Administrative Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsUniform Commercial Code. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor Credit Parties or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgora Credit Party, which right or equity is hereby (to the extent permitted by law) waived or and released. The Pledgor Credit Parties further agreesagree, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorrespective Credit Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such the order as set forth in the Agent may electCredit Agreement, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Uniform Commercial Code) , need the Administrative Agent account for the surplus, if any, to each of the PledgorCredit Parties. To the extent permitted by applicable law, each Credit Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given received by the Credit Parties at least 10 20 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuingcontinuing under the Note (after any applicable cure periods), the Agent on behalf of the Banks Xxxxxx may exercise, in addition to all other rights and remedies granted to the Agent and the Banks him in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, Xxxxxx 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 Pledgor Acquiror or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Xxxxxx or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Xxxxxx shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorAcquiror, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Acquiror further agrees, at the Agent's requestrequest of Xxxxxx, to assemble the Collateral and make it available to the Agent Xxxxxx at places that the Agent which Xxxxxx shall reasonably select, whether at the PledgorAcquiror's premises or elsewhere. The Agent Xxxxxx shall apply the net proceeds proceed of any such collection, recovery, receipt, appropriation, realization or saleaction taken by him pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Xxxxxx hereunder, including, without limitation, attorneys' reasonable attorney's fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent Xxxxxx may elect, and only after such application and after the payment by the Agent Xxxxxx of any other amount required by any provision of law (law, including, without limitation, Section 90-504(l)(c000 (x)(x) of the Code) , need the Agent Xxxxxx account for the surplus, if any, to the PledgorAcquiror. To the extent permitted by applicable law, the Acquiror waives all claims, damages and demands it may acquire against Xxxxxx arising out to the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Administrative Agent, on behalf of the Banks Secured Parties may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor any Parent Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Secured Party shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgorany Parent Borrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Parent Borrower further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorsuch Parent Borrower's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to the PledgorParent Borrowers. To the extent permitted by applicable law, each Parent Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.. 204

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent on behalf of the Banks Blue Rhino may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the AgentBlue Rhino, 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 Pledgor USA or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Blue Rhino or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Blue Rhino shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorUSA, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor USA further agrees, at the AgentBlue Rhino's request, to assemble the Collateral and make it available to the Agent Blue Rhino at places that the Agent which Blue Rhino shall reasonably select, whether at the PledgorUSA's premises or elsewhere. The Agent Blue Rhino shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Blue Rhino hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent Blue Rhino may elect, and only after such application and after the payment by the Agent Blue Rhino of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Blue Rhino account for the surplus, if any, to USA. To the Pledgorextent permitted by applicable law, USA waives all claims, damages and demands it may acquire against Blue Rhino arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an a Credit Agreement Event of Default shall have occurred occur and ------------- be continuing, the Agent Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law or as referred to below) to or upon the Pledgor Borrower, the Lessee or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank 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, but subject to the rights of the Lessee under the Lease so long as no Lease Event of Default shall have occurred and be continuing. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (waived or released to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as accordance with Section 8.2 of the Agent may electCredit Agreement, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent account for the surplus, if any, to the PledgorBorrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Agent agrees that if it shall proceed to foreclose the Lien of this Agreement, it shall, to the extent that it is entitled to do so hereunder and under the other Operative Agreements, and is not then stayed or prevented from doing so by law or otherwise, proceed (to the extent it has not already done so) to exercise one or more of the significant possessory remedies referred to in the Lease (as it shall determine in its sole good faith discretion).

Code Remedies. If Subject to the provisions of ARTICLE VIII of the Indenture, if an Event of Default shall have occurred occur and be continuing, the Collateral Agent on behalf of the Banks Holders of the Securities of all series may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document including without limitation Section 20 hereof, if applicable, and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, 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 the Pledgor Company or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Collateral Agent or any Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Bank shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorCompany, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Company further agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places that which the Collateral Agent shall reasonably select, whether at the PledgorCompany's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or Collateral, in the rights manner set forth in SECTION 8.6 of the Indenture. To the extent permitted by applicable law, the Company waives all claims, damages and demands it may acquire against the Collateral Agent and arising out of the Banks under this Agreement (includingexercise by them of any rights hereunder, without limitation, attorneys' fees and disbursements) except to the payment in whole extent any such claims, damages or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment demands were directly caused by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the PledgorCollateral Agent's gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Trustee, on behalf of the Banks Holders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 the any Pledgor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent Trustee or any Bank Holder shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the any Pledgor, which right or equity is hereby (to the extent permitted by law) waived or released. The Each Pledgor further agrees, at the AgentTrustee's request, to assemble the Collateral and make it available to the Agent Trustee at places that which the Agent Trustee shall reasonably select, whether at the such Pledgor's premises or elsewhere. The Agent Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent Trustee and the Banks under this Agreement (Holders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Agent Trustee may elect, and only after such application and after the payment by the Agent Trustee of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Trustee account for the surplus, if any, to any Pledgor. To the Pledgorextent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire against the Trustee or any Holder arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred and be continuing, the Agent on behalf of the Banks may exercise, in addition to all other rights and remedies granted to the Agent and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable laws. Without limiting the generality of the foregoing, the 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 Pledgor Borrower or any other Person (all and each of such demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank shall have the right upon any such public sale or sales and (to the extent permitted by law) upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that the Agent shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the PledgorBorrower. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If At any time after an Event of Default shall have occurred and be continuing, the Agent Collateral Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsUniform Commercial Code. Without limiting the generality of the foregoing, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor Grantors or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Collateral Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgora Grantor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Grantors further agreesagree, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places that which the Collateral Agent shall reasonably select, whether at the Pledgorrespective Grantor's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Collateral Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable and actual attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such the order as set forth in Section 3.15(c) of the Agent may electCredit Agreement, and only after such application and after the payment by the Collateral Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Uniform Commercial Code) , need the Collateral Agent account for the surplus, if any, to each of the PledgorGrantors. To the extent permitted by applicable law, the Grantors waive all claims, damages and demands it may acquire against the Collateral Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given received by the Grantors at least 10 twenty (20) days before such sale or other disposition.

Code Remedies. If At any time after an Event of Default shall have occurred and be continuingoccurred, the Agent Administrative Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor Credit Parties or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgora Credit Parties, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Credit Parties further agreesagree, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorrespective Credit Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to each of the PledgorCredit Parties. To the extent permitted by applicable law, the Credit Parties waive all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given received by the Credit Parties at least 10 20 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 Pledgor such Grantor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank 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; provided that any such disposition complies with all mandatory legal requirements. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgorsuch Grantor, which right or equity is hereby (waived or released to the extent permitted by law) waived or released. The Pledgor Each Grantor further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the Pledgor's Grantors' premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as is provided in the Agent may electCredit Agreement, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent account for the surplus, if any, to such Grantor. To the Pledgorextent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder other than arising out of their gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other dispositiondisposition in accordance with Section 11.2 of the Credit Agreement.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Trustee, on behalf of the Banks Holders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 the Pledgor Company or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent Trustee or any Bank Holder shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorCompany, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Company further agrees, at the AgentTrustee's request, to assemble the Collateral and make it available to the Agent Trustee at places that which the Agent Trustee shall reasonably select, whether at the PledgorCompany's premises or elsewhere. The Agent Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent Trustee and the Banks under this Agreement (Holders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent Trustee may elect, and only after such application and after the payment by the Agent Trustee of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Trustee account for the surplus, if any, to the PledgorCompany. To the extent permitted by applicable law, the Company waives all claims, damages and demands it may acquire against the Trustee or any Holder arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code Remedies. If an Event of Default shall have has occurred and be is continuing, the Agent on behalf of the Banks Lender may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing evidencing, or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoingforgoing, the 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 the Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedvaried), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the AgentLender's request, to assemble the Collateral and make it available to the Agent Lender at places that the Agent shall Lender reasonably selectselects, whether at the PledgorBorrower's premises or elsewhere. The Agent shall apply To the net proceeds extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by them of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgorhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Administrative Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any of the Pledgor Subsidiary Grantors or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in any of the PledgorSubsidiary Grantors, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each of the Subsidiary Grantors further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgor's Subsidiary Grantors' premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this Section, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to the PledgorSubsidiary Grantors. To the extent permitted by applicable law, each of the Subsidiary Grantors waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have has occurred and be is continuing, the Agent on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, if an Event of Default has occurred and is continuing, the 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 Pledgor any Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgorany Borrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Borrower further agrees, if an Event of Default has occurred and is continuing at the Agent's request, to assemble the Collateral and make it available to the Agent Agent, at places that which the Agent shall reasonably select, whether at the Pledgoreach Borrower's premises or elsewhere. The To the extent permitted by applicable law, each Borrower waives all claims, damages and demands it may acquire against the Agent shall apply or any Lender arising out of the net proceeds exercise by them of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the Pledgorhereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent on behalf of the Banks Lender may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 the Pledgor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor further agreesagrees (subject to Intercreditor Agreement, at the AgentLender's request, to assemble the Collateral and make it available to the Agent Lender at places that which the Agent Lender shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lender hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, Obligations in such order as the Agent Lender may elect, subject to Section 4 of the Intercreditor Agreement, and only after such application and after the payment by the Agent Lender of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Lender account for the surplus, if any, to the Pledgor. To the extent permitted by applicable law, the Pledgor waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition. The Pledgor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the Code. In exercising any rights or remedies under this Section 8.4, the Lender shall not terminate or adversely affect the rights of the holders of any licenses or sublicenses granted by the Pledgor, except in accordance with the terms of such licenses or agreements.

Code Remedies. If At any time after an Event of Default shall have ------------- occurred and be continuing, the Agent Administrative Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor SA Credit Parties or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgora SA Credit Parties, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor SA Credit Parties further agreesagree, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorrespective SA Credit Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to each of the PledgorSA Credit Parties. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given received by the SA Credit Parties at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be continuing, the Agent on behalf of the Banks may exercise, in addition to all other rights and remedies granted to the Agent and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable laws. Without limiting the generality of the foregoing, the 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 Pledgor or any other Person (all and each of such demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, made at any exchange, broker's board time or office of place to which the Agent or any Bank or elsewhere upon such terms and conditions as it sale 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 riskbe so adjourned. The Agent or any Bank Noteholder shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgorrespective Issuers, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each respective Issuer further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the Pledgorsuch respective Issuer's premises or elsewhere. The Agent shall apply the net proceeds Proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Noteholders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent account for the surplus, if any, to each respective Issuer. To the Pledgorextent permitted by applicable law, each Issuer waives all claims, damages and demands it may acquire against the Agent arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 Pledgor Grantor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the fullest extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the fullest extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorGrantor, which right or equity of redemption is hereby (waived or released to the extent permitted by applicable law) waived or released. The Pledgor Grantor further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the PledgorGrantor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent account for the surplus, if any, to the PledgorGrantor. To the extent permitted by applicable law, the Grantor waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred and be continuing, the Agent on behalf of the Banks Lender may exercise, in addition to all other rights and remedies granted to the Agent and the Banks Lender in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable laws. Without limiting the generality of the foregoing, the 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 the Pledgor Guarantors or any other Person (all and each of such demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, exchange broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (to the extent permitted by law) upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgoreach Guarantor, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Each Guarantor further agrees, at the AgentLender's request, to assemble the Collateral and make it available to the Agent Lender at places that the Agent Lender shall reasonably select, whether at the PledgorGuarantor's premises or elsewhere. The Agent Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably relating to the Collateral or the rights of the Agent and the Banks Lender under this Agreement (including, without limitation, attorneys' fees and disbursements) to the payment in whole or in part of the Obligations, in such order as the Agent Lender may elect, and only after such application and after the payment by by, the Agent Lender of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c504(1)(c) and Section 9-608(a)(1)(C) of the Code) Code need the Agent Lender account for the surplus, if any, to the PledgorGuarantors. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If At any time after an Event of Default shall have ------------- occurred and be continuing, the Agent Administrative Agent, on behalf of the Banks Lenders, may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Pledgor Credit Parties or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorCredit Parties, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Credit Parties further agreesagree, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places that which the Administrative Agent shall reasonably select, whether at the Pledgorrespective Credit Party's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Administrative Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Administrative Agent account for the surplus, if any, to each of the PledgorCredit Parties. To the extent permitted by applicable law, the Credit Parties waive all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given received by the Credit Parties at least 10 20 days before such sale or other disposition.

Code Remedies. If Subject to the provisions of Article VIII of the Indenture, if an Event of Default shall have occurred occur and be continuing, the Agent on behalf of the Banks Trustee may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document including without limitation Section 0 hereof, if applicable, and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, 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 the Pledgor Company or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Trustee or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Trustee shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorCompany, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Company further agrees, at the AgentTrustee's request, to assemble the Collateral and make it available to the Agent Trustee at places that which the Agent Trustee shall reasonably select, whether at the PledgorCompany's premises or elsewhere. The Agent Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or Collateral, in the rights manner set forth in Section 8.6 of the Agent Indenture. To the extent permitted by applicable law, the Company waives all claims, damages and demands it may acquire against the Banks under this Agreement (includingTrustee arising out of the exercise by them of any rights hereunder, without limitation, attorneys' fees and disbursements) except to the payment in whole extent any such claims, damages or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment demands were directly caused by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the PledgorTrustee's gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 ten (10) days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Trustee, on behalf of the Banks Noteholders may exercise, in addition to all other rights and remedies granted to them in the Agent Indenture, this Agreement and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 the Pledgor any Grantor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give an option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent Trustee or any Bank Noteholder or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskrisk provided that any such disposition complies with all mandatory legal requirements. The Agent Trustee or any Bank Noteholder shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the Pledgorany Grantor, which right or equity is hereby (waived or released to the extent permitted by law) waived or released. The Pledgor Each Grantor further agrees, at the AgentTrustee's request, to assemble the Collateral and make it available to the Agent Trustee at places that which the Agent Trustee shall reasonably select, whether at the Pledgorsuch Grantor's premises or elsewhere. The Agent Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent Trustee and the Banks under this Agreement (Noteholders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as is provided in the Agent may electIndenture, shall direct, and only after such application and after the payment by the Agent Trustee of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Trustee account for the surplus, if any, to such Grantor. To the Pledgorextent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the agent or any Noteholder arising out of the exercise by them of any rights hereunder other than arising out of their gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.disposition in accordance with Section 13.02

Code Remedies. If an Event of Default shall have occurred and be continuing, the Agent on behalf of the Banks may exercise, in addition to all other rights and remedies granted to the Agent and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable laws. Without limiting the generality of the foregoing, the 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 Pledgor Borrower or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorBorrower, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Borrower further agrees, at the AgentLender's request, to assemble the Collateral and make it available to the Agent Lender at places that which the Agent Lender shall reasonably select, whether at the PledgorBorrower's premises or elsewhere. The Agent Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this Section, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lender hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as the Agent Lender may elect, and only after such application and after the payment by the Agent Lender of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Lender account for the surplus, if any, to the PledgorBorrower. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Lender arising out of the exercise by it of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Trustee on behalf of the Banks Noteholders may exercise, in addition to all other rights and remedies granted to them in the Agent Indenture, this Agreement and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 the Pledgor Company or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waivedwaived to the extent permitted by law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent Trustee or any Bank Noteholder 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; provided that any such disposition complies with all mandatory legal requirements. The Agent Trustee or any Bank Noteholder shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorCompany, which right or equity is hereby (waived or released to the extent permitted by law) waived or released. The Pledgor Company further agrees, at the AgentTrustee's request, to assemble the Collateral and make it available to the Agent Trustee at places that which the Agent Trustee shall reasonably select, whether at the PledgorCompany's premises or elsewhere. The Agent Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent Trustee and the Banks under this Agreement (Noteholders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Obligations, in such order as is provided in the Agent may electIndenture, and only after such application and after the payment by the Agent Trustee of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c504(1)(c) of the Code) , need the Agent Trustee account for the surplus, if any, to the PledgorCompany. To the extent permitted by applicable law, the Company waives all claims, damages and demands it may acquire against the Trustee or any Noteholder arising out of the exercise by them of any rights hereunder other than arising out of their gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other dispositiondisposition in accordance with Section 13.02 of the Indenture.

Code Remedies. If an Event of Default shall have occurred occur and be continuing, the Agent Agent, on behalf of the Banks Lenders may exercise, in addition to all other rights and remedies granted to the Agent and the Banks them in this Agreement, any Loan Document Agreement and in any other instrument or agreement securing, evidencing or relating to the Secured Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the 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 any Pledgor or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank Lender shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the any Pledgor, which right or equity is hereby (to the extent permitted by law) waived or released. The Each Pledgor further agrees, at the Agent's request, to assemble the Collateral and make it available to the Agent at places that which the Agent shall reasonably select, whether at the such Pledgor's premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or saleaction taken by it pursuant to this subsection, after deducting all reasonable costs and expenses of every kind incurred therein in connection therewith or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or the rights of the Agent and the Banks under this Agreement (Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements) , to the payment in whole or in part of the Secured Obligations, in such order as the Agent may elect, and only after such application and after the payment by the Agent of any other amount required by any provision of law (law, including, without limitation, Section 9-504(l)(c9- 504(1)(c) of the Code) , need the Agent account for the surplus, if any, to such Pledgor. To the Pledgorextent permitted by applicable law, each Pledgor waives all claims, damages and demands it may acquire against the Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code Remedies. If an Event of Default Lender shall have occurred and be continuing, the Agent on behalf of the Banks may exercise, in addition to all other rights and remedies granted to the Agent and the Banks in this Agreement, any Loan Document and any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not Code, including, without limitation, the Code applies right to any part take immediate and exclusive possession of the Collateral) and any other applicable laws. Without limiting the generality of the foregoing, the 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 Pledgor or any other Person (all and each of such demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, and for that purpose, so far as Borrower can give authority therefor, with or without judicial process, may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose enter (if this can be done without breach of and deliver the peace) upon any place which the Collateral or any part thereof may be situated and remove the same therefrom (or contract provided that if the Collateral is affixed to do any of the foregoing)real estate, in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Agent or any Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Bank removal shall have the right upon any such public sale or sales and (be subject to the extent permitted by law) upon any such private sale conditions stated in the Code); and Lender shall be entitled to hold, maintain, preserve and prepare the Collateral for sale, until disposed of, or salesmay propose to retain the Collateral subject to Borrower’s right of redemption in satisfaction of Borrower’s obligations, to purchase as provided in the whole or any part Code. Lender may render the Collateral unusable without removal and may dispose of the Collateral so sold, free of (to on the extent permitted by law) any right or equity of redemption in the Pledgor, which right or equity is hereby (to the extent permitted by law) waived or releasedProperty. The Pledgor further agrees, at the Agent's request, Lender may require Borrower to assemble the Collateral and make it available to Trustee for its possession at a place to be designated by Trustee which is reasonably convenient to both parties. Lender will give Borrower at least ten (10) days notice of the Agent at places that the Agent shall reasonably select, whether at the Pledgor's premises or elsewhere. The Agent shall apply the net proceeds time and place of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses incurred therein or incidental to the care or safekeeping of any public sale of the Collateral or reasonably relating of the time after which any private sale or any other intended disposition thereof is made. The requirements of reasonable notice shall be met if such notice is mailed, by certified United States mail or equivalent, postage prepaid, to the Collateral or address of Borrower hereinafter set forth at least ten (10) days before the rights time of the Agent sale or disposition. Trustee or Lender may buy at any public sale. Trustee or Lender may buy at private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations. Any such sale may be held in conjunction with any foreclosure sale of the Property. If Lender so elects, the Property and the Banks under this Agreement (includingCollateral may be sold as one lot. The net proceeds realized upon any such disposition, without limitationafter deduction for the expenses of retaking, holding, preparing for sale, selling and the reasonable attorneys' ’ fees and disbursements) to legal expenses incurred by Xxxxxx, shall be applied against the payment in whole or in part of the Obligations, Note’ indebtedness in such order or manner as Lender shall select. Xxxxxx will account to Xxxxxxxx for any surplus realized on such disposition. The terms and provisions contained in this paragraph, unless the Agent may electcontext otherwise requires, shall have the meanings and only after such application and after the payment by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of be construed as provided in the Code) need the Agent account for the surplus, if any, to the Pledgor. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.; and/or

Code Remedies. If Subject to the provisions of Article VIII of the Indenture, if an Event of Default shall have occurred occur and be continuing, the Collateral Agent on behalf of the Banks Holders of the Securities of all series may exercise, in addition to all other rights and remedies granted to the Agent and the Banks it in this Agreement, any Loan Document including without limitation Section 20 hereof, if applicable, and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the Code (whether or not the Code applies to any part of the Collateral) and any other applicable lawsCode. Without limiting the generality of the foregoing, the Agent, 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 the Pledgor Company or any other Person (all and each of such which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral Collateral, or any part thereof, or and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Collateral Agent or any Bank or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Bank shall have the right upon any such public sale or sales and (sales, and, to the extent permitted by law) , upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of (to the extent permitted by law) any right or equity of redemption in the PledgorCompany, which right or equity is hereby (to the extent permitted by law) waived or released. The Pledgor Company further agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at places that which the Collateral Agent shall reasonably select, whether at the PledgorCompany's premises or elsewhere. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or reasonably in any way relating to the Collateral or Collateral, in the rights manner set forth in SECTION 8.6 of the Indenture. To the extent permitted by applicable law, the Company waives all claims, damages and demands it may acquire against the Collateral Agent and arising out of the Banks under this Agreement (includingexercise by them of any rights hereunder, without limitation, attorneys' fees and disbursements) except to the payment in whole extent any such claims, damages or in part of the Obligations, in such order as the Agent may elect, and only after such application and after the payment demands were directly caused by the Agent of any other amount required by any provision of law (including, without limitation, Section 9-504(l)(c) of the Code) need the Agent account for the surplus, if any, to the PledgorCollateral Agent's gross negligence or willful misconduct. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be in writing and deemed reasonable and proper if given at least 10 days before such sale or other disposition.