Common use of General Remedies Clause in Contracts

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders Secured Party on behalf of the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law any applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent Secured Party may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent Secured Party at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that Secured Party which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell 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 any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashmoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent Secured Party deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Secured Party shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Administrative AgentSecured Party’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Borrowers in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Minnesota, Minnesota (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Secured Party may, in such event, bid for the purchase of the such securities. The Secured Obligations Party shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations Party may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Party may further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence or willful misconduct of the Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders of the Secured Obligations shall haveParty may exercise, in addition to the all other rights and remedies provided herein, granted to it in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent maySecured Party, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich 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/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Secured Party or elsewhere upon such terms and conditions as it may be located 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 Secured Party may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at upon any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed or sales, to have been made in a commercially reasonable manner. Neither purchase the Administrative Agent’s compliance with applicable law nor its disclaimer whole or any part of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness so sold, free of any saleright or equity of redemption in any Grantor, which right or equity is hereby waived and released. In addition to all other sums due the Administrative Agent and the holders of Each Grantor further agrees, at the Secured Obligations with respect Party’s request, to assemble the Collateral and make it available to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of Party at places which the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent Party shall reasonably select, whether at such Grantor’s premises or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been givenelsewhere. To the extent permitted by applicable lawApplicable Law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any holder rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Obligations may Party. If any notice of a proposed sale or other disposition of Collateral shall be a purchaser at any such sale. To the extent permitted required by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent notice shall be deemed reasonable and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement proper if given at the time and place of such sale, and least ten (10) days before such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and placeother disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Collateral Agent, on behalf of the Secured Obligations shall haveParties, may exercise, in addition to the all other rights and remedies provided herein, granted to them in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent mayCollateral Agent, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich 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/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any other Secured Party or elsewhere upon such terms and conditions as it may be located 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 may disclaim any warranties of title, possession and quiet enjoyment. The Collateral Agent or any other Secured Party shall have the right upon any such public sale or sales, and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at upon any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed or sales, to have been made purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in a commercially reasonable mannerany Grantor, which right or equity is hereby waived and released. Neither Each Grantor further agrees, at the Administrative Collateral Agent’s compliance with applicable law nor its disclaimer of warranties relating request, to assemble the Collateral and make it available to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of places which the Collateral regardless of notice having been givenAgent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by applicable lawApplicable Law, each Grantor waives all claims, damages and demands it may acquire against the Collateral Agent or any holder other Secured Party arising out of the Secured Obligations may be a purchaser at exercise by them of any rights hereunder except to the extent any such sale. To claims, damages, or demands result solely from the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone gross negligence or cause the postponement of the sale of all or any portion willful misconduct of the Collateral Agent or any other Secured Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by announcement law, such notice shall be deemed reasonable and proper if given at the time and place of such sale, and least ten (10) days before such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and placeother disposition.

General Remedies. Upon During the occurrence continuance of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all of the Collateral held by or for it at a public or private salesale (which in the case of a private sale of Pledged Equity, may be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered deemed to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 10.1 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveParties, may exercise, in addition to the all other rights and remedies provided herein, granted to them under applicable Law in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent mayAgent, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich 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/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contractsforegoing), in one or more parcels, for cash, upon credit parcels at public or otherwiseprivate sale or sales, at such prices and upon such terms as the Administrative Agent deems advisableany exchange, in its sole discretion (subject to any and all mandatory legal requirements). Each broker’s board or office of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any other Secured Party or elsewhere upon such holder 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 may disclaim any warranties in connection with any sale or other disposition of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any warranties of title, possession, quiet enjoyment and the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such noticelike. The Administrative Agent and or any other Secured Party shall have the holders of the Secured Obligations shall not be obligated to make right upon any such public sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawsales, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further noticeand, to the extent permitted by applicable law, be made upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the time Administrative Agent’s request, to assemble the Collateral and place make it available to which the sale was postponed, or the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the fullest extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the holders Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Obligations may further postpone Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, Credit Documents in any other documents relating to respect of the Secured Obligations, Obligations or by law (including, without limitation, levy including the rights and remedies set forth in the Uniform Commercial Code of attachment and garnishmentthe jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Required Lenders (at their election but without notice of their election and without demand) may authorize and instruct the Collateral Agent mayto do any of the following on behalf of the Secured Parties (and the Collateral Agent, acting on the instructions of the Required Lenders, shall do the same on behalf of the Secured Parties), with or without judicial process or the aid and assistance of others (and to the extent permitted under by applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Collateral Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingRequirement of Law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cashCash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges Obligor also agrees that any private sale referenced above may be Collateral Agent shall at prices and on terms less favorable to the seller than the prices and terms that might all times have been obtained at a public sale and agrees (such royalty-free licenses, to the extent permitted by applicable law) law and existing contracts, for any Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights and Copyright Licenses that such private sale shall be deemed are reasonably necessary to have been made in a commercially reasonable manner. Neither permit the Administrative exercise of any of the Collateral Agent’s compliance rights or remedies upon or after the occurrence of (and during the continuance of) an Event of Default with respect to (among other things) any tangible asset of any Obligor in which the Collateral Agent or the other Secured Parties have a security interest and Lien, including the Collateral Agent’s rights to sell Inventory, tooling or packaging which is required by Obligor (or such Obligor’s successor, assignee or trustee under any applicable law nor its disclaimer Debtor Relief Law), subject, in the case of warranties relating Trademarks, to sufficient quality control by the Collateral Agent to the extent the exercise of such rights by the Collateral Agent has a reasonable likelihood of invalidation of such Trademarks. In addition to and without limiting any of the foregoing, upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right, but shall in no way be considered obligated, to adversely affect bring suit, or to take such other action as the commercial reasonableness Collateral Agent deems necessary or advisable, in the name of any saleObligor or the Collateral Agent, to enforce or protect any of the Trademarks, Trademark Licenses, Patents, Patent Licenses, Copyrights, and Copyright Licenses, in which event any Obligor shall, at the request of the Collateral Agent, do any and all lawful acts and execute any and all documents required by the Collateral Agent in aid of such enforcement. In addition to all other sums due the Administrative Collateral Agent and the holders of the other Secured Obligations Parties with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Collateral Agent and each of the holders of the other Secured Obligations Parties all reasonable documented costs and expenses actually incurred by the Administrative Collateral Agent or any such holder of the Secured ObligationsParty, including, but not limited to, reasonable including attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Collateral Agent or the holders of the other Secured Obligations Parties or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, including any of the foregoing arising in, arising under or related to a case under the Bankruptcy Codeany Debtor Relief Law. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is in writing, personally served on or served, faxed mailed, postage prepaidor delivered, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 8.01 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent and the holders of the other Secured Obligations Parties shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser and may credit bid at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Collateral Agent and the holders of the other Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the other Secured Obligations Parties may further postpone such sale by announcement made at such time and place.

General Remedies. Upon During the occurrence continuance of an Event of Default and during the continuation thereofa Credit Event, the Administrative Agent and the holders of the Secured Obligations Servicer shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent Servicer may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent Servicer at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that Servicer which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all of the Collateral held by or for it at a public or private salesale (which in the case of a private sale of Pledged Equity, may be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent Servicer deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Servicer shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative AgentServicer’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered deemed to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 15.1 of the Credit Loan Facility Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent Servicer may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Servicer may, in such event, bid for the purchase of the Secured Obligations such securities. The Servicer shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Servicer may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Servicer may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of or the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Hedge Agreements and/or the documentation governing any Cash Management Obligations, or by law under applicable Laws (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Subsidiary Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither manner and, in the Administrative Agent’s compliance with applicable law nor its disclaimer case of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness a sale of any sale. In addition to all other sums due Subsidiary Equity, that the Administrative Agent and the holders shall have no obligation to delay sale of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder securities for the period of time necessary to permit the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment issuer of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related such securities to a case register such securities for public sale under the Bankruptcy CodeSecurities Act of 1933. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 10.02 of the Credit Agreement at least ten 10 Business Days before the time of sale or other event giving rise to the requirement of such notice. Each Obligor further acknowledges and agrees that any offer to sell any Subsidiary Equity that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent and the holders of the Secured Obligations Parties shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Parties may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreements or by law (including, without limitationbut not limited to, levy the rights and remedies set forth in the Uniform Commercial Code of attachment and garnishmentthe jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ ' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 11.1 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker's board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s 's compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a "public sale" under the UCC, notwithstanding that such sale may not constitute a "public offering" under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders of the Secured Obligations shall haveParty may exercise, in addition to the all other rights and remedies provided herein, granted to it in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent maySecured Party, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required hereunder or by law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Secured Party or elsewhere upon such terms and conditions as it may be located 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 Secured Party may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at upon any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed or sales, to have been made in a commercially reasonable manner. Neither purchase the Administrative Agent’s compliance with applicable law nor its disclaimer whole or any part of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness so sold, free of any saleright or equity of redemption in any Grantor, which right or equity is hereby waived and released. In addition to all other sums due the Administrative Agent and the holders of Each Grantor further agrees, at the Secured Obligations with respect Party’s request, to assemble the Collateral and make it available to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of Party at places which the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent Party shall reasonably select, whether at such Grantor’s premises or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been givenelsewhere. To the extent permitted by applicable lawApplicable Law, each Grantor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any holder rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Obligations may Party. If any notice of a proposed sale or other disposition of Collateral shall be a purchaser at any such sale. To the extent permitted required by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent notice shall be deemed reasonable and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement proper if given at the time and place of such sale, and least ten (10) days before such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and placeother disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s 's compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees ' fees, the allocated cost of internal counsel and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreement or Secured Cash Management Agreement or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment, and garnishmentthe rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (others, to the extent permitted under applicable by law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting the sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with any applicable state or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral Collateral, shall be considered to adversely affect the commercial reasonableness of any such sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower applicable Obligor in accordance with the notice provisions of Section 11.02 9.2 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders on behalf of the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law any applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell 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 any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashmoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements)) and (vi) with respect to Collateral, complete and tender each internet domain name transfer document in its own name, place and stead of the Grantor in order to effect the transfer of any internet domain name registration, either to the Administrative Agent or to another transferee, as the case may be and maintain, obtain access to, and continue to operate, in its own name or in the name, place and stead of such Grantor, such Grantor’s internet website and the contents thereof, and all related advertising, linking and technology licensing and other contractual relationships, in each case in connection with the maintenance, preservation, operation, sale or other disposition of the Collateral or for any other purpose permitted under the Loan Documents or by applicable Law. Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under by applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements)) and/or (vi) upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent may set-off against the Secured Obligations any and all sums deposited with it or held by it, without any notice to the Grantors, including without limitation, any sums standing to the credit of any Cash Collateral Account and any time deposits issued by the Administrative Agent. Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, in enforcing its remedies hereunder including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveParties, may exercise, in addition to the all other rights and remedies provided herein, granted to them in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent mayAgent, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by Applicable Law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (which demands, defenses, advertisements and notices are hereby waived to the extent permitted under applicable lawby Applicable Law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contractsforegoing), in one or more parcels, for cash, upon credit parcels at public or otherwiseprivate sale or sales, at such prices and upon such terms as the Administrative Agent deems advisableany exchange, in its sole discretion (subject to any and all mandatory legal requirements). Each broker’s board or office of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any other Secured Party or elsewhere upon such holder of the Secured Obligationsterms and conditions as it may deem advisable and at such prices as it may deem best, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining for cash or liquidating the Collateral, in enforcing payment of the Secured Obligations, on credit or in the prosecution or defense for future delivery without assumption of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such noticecredit risk. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession, quiet enjoyment and the like. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral regardless so sold, free of notice having been givenany right or equity of redemption in any Grantor, 60010211_5 which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Law, each of the Grantors hereby Grantor waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawclaims, damages and demands it may acquire against the Administrative Agent and the holders or any other Secured Party arising out of the Secured Obligations may postpone or cause the postponement exercise by them of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, rights hereunder except to the extent permitted by applicable lawany such claims, be made at the time and place to which the sale was postponeddamages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and the holders of the Secured Obligations may further postpone proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such commercially reasonable terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale fact shall not, in itself, be deemed to detract from the commercial reasonableness of the sale and, in the case of a sale of Pledged Equity, the Administrative Agent shall have been made in a commercially reasonable mannerno obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreement or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment, and garnishmentthe rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (others, to the extent permitted under applicable by law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with any applicable state or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral Collateral, shall be considered to adversely affect the commercial reasonableness of any such sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower applicable Obligor in accordance with the notice provisions of Section 11.02 9.2 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders Lender on behalf of the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law any applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent Lender may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent Lender at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that Lender which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell 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 any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashmoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent Lender deems advisable, in its sole discretion (subject to any and all mandatory legal requirements)) and/or (vi) complete and tender each internet domain name transfer document in its own name, place and stead of the Grantor in order to effect the transfer of any internet domain name registration, either to the Lender or to another transferee, as the case may be and maintain, obtain access to, and continue to operate, in its own name or in the name, place and stead of such Grantor, such Grantor’s internet website and the contents thereof, and all related advertising, linking and technology licensing and other contractual relationships, in each case in connection with the maintenance, preservation, operation, sale or other disposition of the Collateral or for any other purpose permitted under the Loan Documents or by applicable Law. Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Lender shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Lender shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Administrative AgentLender’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the U.S. Borrower in accordance with the notice provisions of Section 11.02 10.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Lender may, in such event, bid for the purchase of the Secured Obligations such securities. The Lender shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations Lender may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lender may further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Lender or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence or willful misconduct of the Lender or any other Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable disposition (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

General Remedies. Upon Failure of the occurrence Debtor to observe or perform any material covenant or agreement herein, which failure is not cured within thirty (30) days following Debtor’s receipt of written notice from the Secured Party requesting that Debtor cure such failure, or any “Event of Default” under the Note, shall constitute an event of default of Debtor hereunder (“Event of Default”). If an Event of Default and during the continuation thereofshall occur, the Administrative Agent and the holders of the Secured Obligations shall haveParty may exercise, in addition to the all other rights and remedies provided herein, granted to it in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under any other applicable law), (i) subject to the prior rights of tenants any other secured creditors of Debtor. Without limiting the generality of the foregoing, and subject to the prior rights of any other secured creditors of Debtor, the Secured Party, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Debtor or any other person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in possessionsuch circumstances, enter on subject to the Security Limit, forthwith collect, receive, appropriate and realize upon the Collateral, or any premises on which part thereof, 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 Collateral foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Secured Party or elsewhere upon such terms and conditions as it may be located 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 Secured Party may disclaim any warranties of title, possession and quiet enjoyment. The Secured Party shall have the right upon any such public sale or sales, and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at upon any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed or sales, to have been made in a commercially reasonable manner. Neither purchase the Administrative Agent’s compliance with applicable law nor its disclaimer whole or any part of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness so sold, free of any saleright or equity of redemption in the Debtor, which right or equity is hereby waived and released. In addition to all other sums due the Administrative Agent and the holders of The Debtor further agrees, at the Secured Obligations with respect Party’s request, to assemble the Collateral and make it available to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of Party at places which the Secured Obligations all reasonable documented costs and expenses actually incurred by Party shall reasonably select, whether at the Administrative Agent Debtor’s premises or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been givenelsewhere. To the extent permitted by applicable law, the Debtor waives all claims, damages and demands it may acquire against the Secured Party arising out of the exercise by it of any holder rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Secured Obligations may Party. If any notice of a proposed sale or other disposition of Collateral shall be a purchaser at any such sale. To the extent permitted required by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent notice shall be deemed reasonable and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement proper if given at the time and place of such sale, and least ten (10) days before such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and placeother disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees including Attorney Costs and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Domestic Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower GFI in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and solely during the continuation thereof, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Transaction Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Collateral Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under by applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Collateral Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting the sale or other disposition thereof, thereof and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Collateral Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors shall pay the Administrative Collateral Agent and each of the holders of the Secured Obligations Parties all reasonable and documented out-of-pocket costs and expenses actually incurred by the Administrative Collateral Agent or any such holder of the Secured ObligationsParty, in enforcing its remedies hereunder including, but not limited to, reasonable and documented attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Collateral Agent or the holders of the Secured Obligations Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 of set forth in the Credit Agreement Transaction Documents at least ten (10) Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the holders of the Secured Obligations time and place to which it was so adjourned. The Collateral Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Collateral Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC Uniform Commercial Code of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under by applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable and documented out-of-pocket costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, in enforcing its remedies hereunder including, but not limited to, reasonable and documented attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitation, including levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Collateral Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Collateral Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of equity interests, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole reasonable discretion (subject to any and all mandatory legal requirements). Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of equity interests, that the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Collateral Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Grantors in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the holders of the Secured Obligations time and place to which it was so adjourned. The Collateral Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveLenders, may exercise, in addition to the all other rights and remedies provided herein, granted to them in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent mayAgent, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich 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/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contractsforegoing), in one or more parcels, for cash, upon credit parcels at public or otherwiseprivate sale or sales, at such prices and upon such terms as the Administrative Agent deems advisableany exchange, in its sole discretion (subject to any and all mandatory legal requirements). Each broker’s board or office of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any Lender or elsewhere upon such holder of the Secured Obligationsterms and conditions as it may deem advisable and at such prices as it may deem best, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining for cash or liquidating the Collateral, in enforcing payment of the Secured Obligations, on credit or in the prosecution or defense for future delivery without assumption of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such noticecredit risk. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession, quiet enjoyment and the like. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral regardless so sold, free of notice having been givenany right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Law, each of the Grantors hereby Grantor waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawclaims, damages and demands it may acquire against the Administrative Agent and the holders or any Lender arising out of the Secured Obligations may postpone or cause the postponement exercise by them of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, rights hereunder except to the extent permitted by applicable lawany such claims, be made at the time and place to which the sale was postponeddamages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any Lender, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and the holders proper if given at least ten (10) days before such sale or other disposition. The Administrative Agent may reject or refuse to accept any Collateral for credit toward payment of the Secured Obligations may further postpone such sale by announcement made at such time and placethat is an obligation or property of any kind due from, owed by, or belonging to, a Sanctioned Person.

General Remedies. Upon the occurrence of an Event of Default and during at any time thereafter unless and until such Event of Default has been waived by the continuation thereofRequired Banks or cured to the satisfaction of the Required Banks in accordance with the terms of the Credit Agreement, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, have in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, Credit Documents or by law (including, without limitation, levy of attachment and garnishment)law, the rights and remedies of a secured party under the UCC Code (regardless of whether the Code is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the Code applies to the affected Collateral), and further the Collateral and, further, the Administrative Agent may, may with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantorsany such Credit Party, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors any such Credit Party to assemble and make available to the Administrative Collateral Agent at the its own expense of the Grantors any Collateral at any place and time designated by the Administrative Collateral Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors such Credit Party hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to discretion, provided that said disposition complies with any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Collateral Agent and the holders of the Secured Obligations with respect to the Secured Obligationsor any Bank hereunder, the Grantors Credit Parties shall pay the Administrative Collateral Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsCollateral Agent, including, but not limited to, including reasonable attorneys’ ' fees (including the allocated costs of in-house counsel) and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Collateral Agent or the holders of the Secured Obligations or the Grantors any Bank concerning any matter arising out of or connected with this Security Agreement, any Agreement or the Collateral or the Secured Obligations, including, including without limitation, limitation any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor such Credit Party agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, otherwise sent to the Borrower such Credit Party in accordance with the notice provisions of Section 11.02 of the Credit Agreement 11 hereof at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, the Collateral Agent or any holder of the Secured Obligations Bank may be a the purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors such Credit Party hereby waives all of its rights of redemption with respect to from any such sale. Subject to the provisions of applicable law, the Administrative Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, postponed or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereofcontinuance of any Event of Default, with the Administrative Agent and the holders consent of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, furtherRequired Lenders, the Administrative Agent may, with or without judicial process or upon the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any request of the Collateral Required Lenders, the Administrative Agent shall, on behalf of the Secured Parties, enforce against the Grantors their obligations and liabilities hereunder and exercise such other rights and remedies as may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at hereunder, under the expense Credit Agreement, the other Loan Documents, the Secured Cash Management Agreements, the Secured Hedge Agreements or otherwise. Without limiting the generality of the Grantors any Collateral at any place and time designated by foregoing, the Administrative Agent that is reasonably convenient to both partiesAgent, (iv) remove any Collateral from any such premises for the purpose without demand of effecting sale performance or other disposition demand, presentment, protest, advertisement or notice of any kind (except any notice required by Applicable Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived to the extent permitted by Applicable Law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each contract to do any of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contractsforegoing), in one or more parcels, for cash, upon credit parcels at public or otherwiseprivate sale or sales, at such prices and upon such terms as the Administrative Agent deems advisableany exchange, in its sole discretion (subject to any and all mandatory legal requirements). Each broker’s board or office of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any other Secured Party or elsewhere upon such holder of the Secured Obligationsterms and conditions as it may deem advisable and at such prices as it may deem best, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining for cash or liquidating the Collateral, in enforcing payment of the Secured Obligations, on credit or in the prosecution or defense for future delivery without assumption of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such noticecredit risk. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession, quiet enjoyment and the like. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral regardless so sold, free of notice having been givenany right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Law, each of the Grantors hereby Grantor waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawclaims, damages and demands it may acquire against the Administrative Agent and the holders or any other Secured Party arising out of the Secured Obligations may postpone or cause the postponement exercise by them of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, rights hereunder except to the extent permitted by applicable lawany such claims, be made at the time and place to which the sale was postponeddamages, or demands result solely from the bad faith, gross negligence or willful misconduct of the Administrative Agent or any other Secured Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and the holders of the Secured Obligations may further postpone proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in the Hedging Agreements between any other documents relating to the Secured ObligationsObligor and any Lender, or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ ' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders any of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 11.1 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders on behalf of the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law any applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others others, subject to (A) rights reserved to any landlord, warehouseman and/or bailee in an agreement between such party and the extent permitted under applicable law)Administrative Agent in all cases where such types of agreements are executed in accordance with the terms of the Credit Agreement and (B) rights of landlords, warehousemen and/or bailees, in all other instances, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell 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 any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashmoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements)) and/or (vi) complete and tender each internet domain name transfer document in its own name, place and stead of the Grantor in order to effect the transfer of any internet domain name registration, either to the Administrative Agent or to another transferee, as the case may be and maintain, obtain access to, and continue to operate, in its own name or in the name, place and stead of such Grantor, such Grantor’s internet website and the contents thereof, and all related advertising, linking and technology licensing and other contractual relationships, in each case in connection with the maintenance, preservation, operation, sale or other disposition of the Collateral or for any other purpose permitted under the Loan Documents or by applicable Law. Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Los Angeles, California (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

General Remedies. Upon the occurrence of an Event of Default and during the continuation continuance thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreement between any Credit Party and any Lender or by law (including, without limitationbut not limited to, levy the rights and remedies set forth in the Uniform Commercial Code of attachment and garnishmentthe jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Collateral Agent may, with or without judicial process or the aid and assistance of others (others, to the fullest extent permitted under applicable by law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Collateral Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawlaw (including Article 9 of the UCC), at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Collateral Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Collateral Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Collateral Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ ' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Collateral Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, mailed postage prepaid, prepaid to the Borrower in accordance with the notice provisions of Section 11.02 11.1 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Collateral Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Swap Agreement or by law applicable Laws (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (ia) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (iib) dispose of any Collateral on any such premises, (iiic) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (ivd) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (ve) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with any applicable law Laws in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral Collateral, shall be considered to adversely affect the commercial reasonableness of such sale. Each of the Obligors agrees that the repurchase of inventory by a Manufacturer pursuant to a repurchase agreement with the Administrative Agent shall be a commercially reasonable method of disposition, and that any salesale of Inventory by the Administrative Agent on behalf of the Secured Parties under a Repurchase Agreement or the like shall not be deemed to be a transfer subject to UCC §9-618 or any similar provision of any other applicable law, and each of the Obligors waives any provision of such laws to that effect. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable and actual documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Parties shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaws, the Administrative Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the other Secured Obligations Parties may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitation, including levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Collateral Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Collateral Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of Law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to waives any claims against the extent permitted Collateral Agent arising by applicable law) reason that any such private sale shall be deemed to not have been made in a commercially reasonable manner. Neither the Administrative The Collateral Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall not be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Collateral Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Collateral Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Collateral Agent or any such holder of the Secured Obligations, including, but not limited to, Obligations (including reasonable attorneys’ fees and expenses and court costs, ) in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Collateral Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, including any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower Borrowers in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereofof any Event of Default, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the all other rights and remedies provided hereingranted to it in this Agreement, in the Loan Documents, in Guaranty Agreement or any other documents relating Loan Document to the Secured Obligationswhich a Debtor is a party, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC and other applicable Laws. Without limiting the generality of the jurisdiction applicable to the affected Collateral andforegoing, further, each Debtor agrees that the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), : (i) subject require such Debtor to the rights of tenants in possession, enter on assemble all or any premises on which any part of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make it available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent; (ii) peaceably and without notice enter any premises of such Debtor, take possession of any of the Collateral, remove or dispose of all or part of the Collateral on any premises or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or xxx for all or any part of the Collateral, as the Administrative Agent may determine; (iii) cause the Security Interest with respect to any of the Collateral consisting of Intellectual Property to become an assignment, transfer and conveyance of any or all such Collateral by such Debtor to the Administrative Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that is reasonably convenient to both parties, waivers cannot be obtained); (iv) remove secure the appointment of a receiver of the Collateral or any Collateral from any such premises for part thereof to the purpose of effecting sale or other disposition thereof, and/or extent and in the manner provided by applicable Laws; (v) except as provided below in the case exercise dominion and control over, and refuse to permit further withdrawals (whether of notice required by lawmoney, without demand and without advertisementsecurities, notice commodities, instruments, investment property or hearingother property) from any Deposit Account, all of which each Securities Account or Commodities Account constituting part of the Grantors hereby waives to the fullest extent permitted by lawCollateral; and (vi) sell, at any place and time resell, lease, use, assign, transfer or times, sell and deliver otherwise dispose of any or all of the Collateral held by in its then condition or for it following any commercially reasonable preparation or processing (utilizing in connection therewith any of such Debtor’s assets, without charge or liability to the Administrative Agent therefor) at public or private salesale or at any broker’s board or on any securities exchange, by one or more contracts, in one or more parcels, at the same or different times, for cashcash or credit, upon or for future delivery without assumption of any credit or otherwiserisk, at such prices and upon such terms all as the Administrative Agent deems advisable; provided, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) however, that such private sale Debtor shall be deemed to have been made in a commercially reasonable manner. Neither credited with the net proceeds of sale only when such proceeds are finally collected by the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. (i) Upon the occurrence and during the continuance of an Event of Default Default, and during to the continuation thereofextent not prohibited by applicable Law, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Pledged Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andPledged Collateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Pledgor hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Pledged Collateral held by or for it at public or private sale (which in the case of a private sale, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashmoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Pledgor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannersale. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Pledged Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Pledgor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. 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 holders of the Secured Obligations time and place to which it was so adjourned. The Administrative Agent shall not be obligated to make any sale or other disposition of the Pledged Collateral regardless of notice having been given. To the extent permitted not prohibited by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted not prohibited by applicable lawLaw, each of the Grantors Pledgors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Pledged Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place. (ii) Each Pledgor (A) hereby authorizes and instructs, without any other or further instructions from such Pledgor, each Issuer of any Pledged Equity to comply with all written instructions received by it from the Administrative Agent stating that an Event of Default has occurred and is continuing to the extent such instructions are otherwise in accordance with the terms of this Agreement and (B) agrees that such Issuer shall be fully protected in so complying during the period from such Issuer’s receipt of such notice to such Issuer’s subsequent receipt of notice that such Event of Default is no longer continuing. (iii) So long as no Event of Default shall exist, each Pledgor may (A) exercise any and all voting and other consensual rights pertaining to the Pledged Equity of such Pledgor or any part thereof for any purpose not inconsistent with the terms of the Loan Documents and (B) receive and retain any and all dividends, principal or interest paid in respect of the Pledged Equity to the extent such amounts paid are permitted under the Credit Agreement; provided, however, that any and all dividends, interest and other distributions paid or payable other than in cash, and instruments and other property received, receivable or otherwise distributed, in respect of or in exchange for any Pledged Equity shall be (x) Pledged Equity, (y) promptly delivered (with any necessary endorsement) to the Administrative Agent as Pledged Collateral, and (z) if received by such Pledgor, deemed received in trust for the benefit of the Administrative Agent and be forthwith delivered to the Administrative Agent within a reasonable period as Pledged Equity in the same form as so received (with any necessary endorsement). (iv) Upon the occurrence and during the continuance of an Event of Default: (A) All rights of a Pledgor to exercise the voting and other consensual rights which such Pledgor would otherwise be entitled to exercise pursuant to clause (iii)(A) above shall cease and all such rights shall thereupon become vested in the Administrative Agent which shall then have the sole right to exercise such voting and other consensual rights. (B) All rights of a Pledgor to receive the dividends, principal and interest payments which it would otherwise be authorized to receive and retain pursuant to clause (iii)(B) above shall cease and all such rights shall thereupon be vested in the Administrative Agent which shall then have the sole right to receive and hold as Pledged Collateral such dividends, principal and interest payments. (C) All dividends, principal and interest payments which are received by a Pledgor contrary to the provisions of clause (iii)(B) above shall be (1) received in trust for the benefit of the Administrative Agent, (2) segregated from other property or funds of such Pledgor and (3) forthwith paid over to the Administrative Agent as Pledged Collateral in the exact form received, to be held by the Administrative Agent as Pledged Collateral and as further collateral security for the Obligations. (D) The Administrative Agent shall have the right (but not the obligation) to be substituted for a Pledgor as a shareholder, member, manager or partner, as applicable, under the applicable limited liability agreement, operating agreement, membership agreement, partnership agreement or other similar agreement with respect to such Pledgor, and the Administrative Agent shall have all rights, powers and benefits of such Pledgor as a shareholder, member, manager or partner, as applicable, under such applicable agreement with respect to such Pledgor. For avoidance of doubt, such rights, powers and benefits of a substituted holder shall include all voting and other rights and not merely the rights of an economic interest holder.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreement or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with any applicable state or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral Collateral, shall be considered to adversely affect the commercial reasonableness of any such sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Each Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 9.2 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan other Indenture Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Collateral Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Collateral Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Collateral Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act. Neither the Administrative Collateral Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 13.01 of the Credit Agreement Indenture at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the holders Collateral Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Collateral Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveParties, may exercise, in addition to the all other rights and remedies provided herein, granted to them under applicable Law in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent mayAgent, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich 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/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contractsforegoing), in one or more parcels, for cash, upon credit parcels at public or otherwiseprivate sale or sales, at such prices and upon such terms as the Administrative Agent deems advisableany exchange, in its sole discretion (subject to any and all mandatory legal requirements). Each broker’s board or office of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any other Secured Party or elsewhere upon such holder 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 may disclaim any warranties in connection with any sale or other disposition of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any warranties of title, possession, quiet enjoyment and the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such noticelike. The Administrative Agent and or any other Secured Party shall have the holders of the Secured Obligations shall not be obligated to make right upon any such public sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawsales, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further noticeand, to the extent permitted by applicable law, be made upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the time Administrative Agent’s request, to assemble the Collateral and place make it available to which the sale was postponed, or the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the fullest extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the holders Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Obligations may further postpone Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions: (i) declare the Commitment of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; (ii) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; (iii) require that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to the Minimum Collateral Amount with respect thereto); and (iv) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders and the L/C Issuer under the Loan Documents or applicable Law or equity; provided, however, that upon the occurrence of an Event actual or deemed entry of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises an order for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations relief with respect to the Secured ObligationsBorrower under the Bankruptcy Code of the United States, the Grantors shall pay the Administrative Agent obligation of each Lender to make Loans and each any obligation of the holders L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Secured Borrower to Cash Collateralize the L/C Obligations all reasonable documented costs and expenses actually incurred by as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and placeLender.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral Collateral) and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (others, to the extent permitted under not prohibited by applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable and documented out-of-pocket costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, in enforcing its remedies hereunder including, but not limited to, reasonable and documented attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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 holders of the Secured Obligations time and place to which it was so adjourned. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders on behalf of the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law any applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possessionany landlords, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or all Collateral held by contract to do any of the foregoing), in one or for it more parcels at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashmoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements)) and/or (vi) complete and tender each internet domain name transfer document in its own name, place and stead of the Grantor in order to effect the transfer of any internet domain name registration, either to the Administrative Agent or to another transferee, as the case may be and maintain, obtain access to, and continue to operate, in its own name or in the name, place and stead of such Grantor, such Grantor’s internet website and the contents thereof, and all related advertising, linking and technology licensing and other contractual relationships, in each case in connection with the maintenance, preservation, operation, sale or other disposition of the Collateral or for any other purpose permitted under the Loan Documents or by applicable Law. Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence, bad faith or willful misconduct of the Administrative Agent or any other Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, in compliance with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)Law, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveLenders, may exercise, in addition to the all other rights and remedies provided herein, granted to them in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the 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 mayor any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, with for cash or on credit or for future delivery without judicial process assumption of any credit risk. The Administrative Agent may disclaim any warranties of title, possession and quiet enjoyment. The Administrative Agent or any Lender shall have the aid and assistance of others (right upon any such public sale or sales, and, to the extent permitted under applicable by law), (i) subject upon any such private sale or sales, to purchase the rights of tenants in possession, enter on whole or any premises on which any part of the Collateral may be located andso sold, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose free of any Collateral on right or equity of redemption in any such premisesGrantor, (iii) require which right or equity is hereby waived and released. Each Grantor further agrees, at the Grantors Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by places which the Administrative Agent that is shall reasonably convenient to both partiesselect, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, whether at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent Grantor's premises or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been givenelsewhere. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby Grantor waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawclaims, damages and demands it may acquire against the Administrative Agent and the holders or any Lender arising out of the Secured Obligations may postpone or cause the postponement exercise by them of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, rights hereunder except to the extent permitted by applicable lawany such claims, be made at the time and place to which the sale was postponeddamages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any Lender, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and the holders of the Secured Obligations may further postpone proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Applicable Laws (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsCredit Parties, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Credit Parties to assemble and make available to the Administrative Agent at the expense of the Grantors Credit Parties any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Credit Parties hereby waives to the fullest extent permitted by lawApplicable Laws, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Equity Interests constituting Collateral (the “Pledged Equity”), shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Credit Party acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Applicable Laws nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Credit Party agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Credit Parties in accordance with the notice provisions of Section 11.02 of the Credit Agreement 12.1 at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Credit Party further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, Applicable Laws any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Laws, each of the Grantors Credit Parties hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawApplicable Laws, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawApplicable Laws, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders on behalf of the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law any applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell 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 any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashmoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the Administrative Agent may, in such event, bid for the purchase of such securities. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place. To the extent permitted by applicable Law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party as determined by a final non-appealable judgment of a court of competent jurisdiction, in each case against whom such claim is asserted. Each Grantor agrees that the internet shall constitute a “place” for purposes of Section 9-610(b) of the UCC and that any sale of Collateral to a licensor pursuant to the terms of a license agreement between such licensor and a Grantor is sufficient to constitute a commercially reasonable sale (including as to method, terms, manner, and time) within the meaning of Section 9-610 of the UCC.

General Remedies. Upon the occurrence and during the continuation of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the all other rights and remedies provided hereingranted to it in this Agreement, in the Loan Documents, in Credit Agreement or any other documents relating to the Secured ObligationsLoan Document, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC and other applicable Laws. Without limiting the generality of the jurisdiction applicable to foregoing, upon the affected Collateral andoccurrence and during the continuance of an Event of Default, further, each Debtor agrees that the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on Lessees of Pledged Railcars to quiet possession as contemplated by Section 2(d) of this Agreement: (i) require such Debtor to assemble all or any premises on which any part of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make it available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent; (ii) peaceably and without notice enter any premises of such Debtor, take possession of any the Collateral, remove or dispose of all or part of the Collateral on any premises or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or xxx for all or any part of the Collateral, as the Administrative Agent may determine; (iii) cause the Security Interest with respect to any of the Collateral consisting of Intellectual Property to become an assignment, transfer and conveyance of any of or all such Collateral by such Debtor to the Administrative Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that is reasonably convenient to both parties, waivers cannot be obtained); (iv) remove secure the appointment of a receiver of the Collateral or any Collateral from any such premises for part thereof to the purpose of effecting sale or other disposition thereof, and/or extent and in the manner provided by applicable Laws; (v) except as provided below in the case exercise dominion and control over, and refuse to permit further withdrawals (whether of notice required by lawmoney, without demand and without advertisementsecurities, notice commodities, instruments, investment property or hearingother property) from any Deposit Account, all of which each Securities Account or Commodities Account constituting part of the Grantors hereby waives to the fullest extent permitted by lawCollateral; and (vi) sell, at any place and time resell, lease, use, assign, transfer or times, sell and deliver otherwise dispose of any or all of the Collateral held by in its then condition or for it following any commercially reasonable preparation or processing (utilizing in connection therewith any of such Debtor’s assets, without charge or liability to the Administrative Agent therefor) at public or private salesale or at any broker’s board or on any securities exchange, by one or more contracts, in one or more parcels, at the same or different times, for cashcash or credit, upon or for future delivery without assumption of any credit or otherwiserisk, at such prices and upon such terms all as the Administrative Agent deems advisable; provided, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) however, that such private sale Debtor shall be deemed to have been made in a commercially reasonable manner. Neither credited with the net proceeds of sale only when such proceeds are finally collected by the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveParties, may exercise, in addition to the all other rights and remedies provided herein, granted to them in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent mayAgent, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich 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/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral may be located andforegoing), without resistance in one or interference by the Grantorsmore parcels at public or private sale or sales, take possession at any exchange, broker’s board or office of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent or any Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at the expense such prices as it may deem best, for cash or on credit or for future delivery without assumption of the Grantors any Collateral at any place and time designated by the credit risk. The Administrative Agent that is reasonably convenient to both parties, (iv) remove or any Collateral from Secured Party shall have the right upon any such premises for the purpose of effecting public sale or other disposition thereofsales, and/or (v) except as provided below in the case of notice required by lawand, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at upon any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed or sales, to have been made in a commercially reasonable manner. Neither purchase the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent whole or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition part of the Collateral regardless so sold, free of notice having been givenany right or equity of redemption in any Grantor, which right or equity is hereby waived and released. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Law, each of the Grantors hereby Grantor waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawclaims, damages and demands it may acquire against the Administrative Agent and the holders or any Secured Party arising out of the Secured Obligations may postpone or cause the postponement exercise by them of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, rights hereunder except to the extent permitted by applicable lawany such claims, be made at the time and place to which the sale was postponeddamages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any Secured Party, as determined by a court of competent jurisdiction by a final and the holders nonappealable judgment, in each case against whom such claim is asserted. If any notice of the Secured Obligations may further postpone a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Lender Hedging Agreement or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the Uniform Commercial Code (or equivalent local law) of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannerdiscretion. Neither the Administrative Agent’s 's compliance with any applicable state or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral Collateral, shall be considered to adversely affect the commercial reasonableness of any such sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented out-of-pocket costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable out-of-pocket attorneys’ ' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Codeany bankruptcy, insolvency or similar law. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 14.5 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Control Agent shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreement or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with any applicable state or federal law in the conduct of such sale, nor its disclaimer of any warranties relating to the Collateral Collateral, shall be considered to adversely affect the commercial reasonableness of any such sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 9.2 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence and during the continuance of an Event of Default Default, and during to the continuation thereofextent not prohibited by applicable Law, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, to the extent not prohibited by applicable Law, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannersale. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. 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 holders of the Secured Obligations time and place to which it was so adjourned. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted not prohibited by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted not prohibited by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during continuation thereof (unless and until such Event of Default has been waived or cured in accordance with the continuation thereofterms of the Credit Agreement), the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, Credit Documents or by law (including, without limitationbut not limited to, levy the rights and remedies set forth in the Uniform Commercial Code of attachment and garnishmentthe jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ ' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Codeany bankruptcy, insolvency or similar law. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 9.2 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveParties, may exercise, in addition to the all other rights and remedies provided herein, granted to them in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent mayAgent, with without demand of performance or without judicial process other demand, presentment, protest, advertisement or the aid notice of any kind (except any notice required by Applicable Law referred to below) to or upon any Grantor or any other Person (all and assistance each of others (to the extent permitted under applicable lawwhich 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/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (i) subject or contract to the rights of tenants in possession, enter on any premises on which do any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contractsforegoing), in one or more parcels, for cash, upon credit parcels at public or otherwiseprivate sale or sales, at such prices and upon such terms as the Administrative Agent deems advisableany exchange, in its sole discretion (subject to any and all mandatory legal requirements). Each broker’s board or office of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any other Secured Party or elsewhere upon such holder of the Secured Obligationsterms and conditions as it may deem advisable and at such prices as it may deem best, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining for cash or liquidating the Collateral, in enforcing payment of the Secured Obligations, on credit or in the prosecution or defense for future delivery without assumption of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such noticecredit risk. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make may disclaim all warranties in connection with any sale or other disposition of the Collateral, including, without limitation, all warranties of title, possession, quiet enjoyment and the like. The Administrative Agent or any other Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by Applicable Law, upon any such private sale or sales, to purchase the whole or any part of the Collateral regardless so sold, free of notice having been givenany right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the Administrative Agent’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Law, each of the Grantors hereby Grantor waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawclaims, damages and demands it may acquire against the Administrative Agent and the holders or any other Secured Party arising out of the Secured Obligations may postpone or cause the postponement exercise by them of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, rights hereunder except to the extent permitted by applicable lawany such claims, be made at the time and place to which the sale was postponeddamages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by Applicable Law, such notice shall be deemed reasonable and the holders of the Secured Obligations may further postpone proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Parties shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreement or by law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the Uniform Commercial Code of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others others, (i) to the extent permitted under by applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) subject to Section 10(c) with respect to leased properties, dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by applicable law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.legal

General Remedies. Upon During the occurrence continuance of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations Lender shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent Lender may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent Lender at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that Lender which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any exchange or broker's board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent Lender deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s Lender's compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial 0000-0000-0000.4 reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent Lender 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 holders of the Secured Obligations time and place to which it was so adjourned. Lender shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations Lender may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lender may further postpone such sale by announcement made at such time and place.

General Remedies. Upon During the occurrence continuance of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations Lender shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent Lender may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent Lender at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that Lender which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any exchange or broker's board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent Lender deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s Lender's compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect DOCVARIABLE BABC_DocID4863-2666-4327.2 the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Obligors in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent Lender 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 holders of the Secured Obligations time and place to which it was so adjourned. Lender shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations Lender may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lender may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of If an Event of Default shall occur and during the continuation thereofbe continuing, the Administrative Agent and the holders Agent, on behalf of the Secured Obligations shall haveParties, may exercise, in addition to the all other rights and remedies provided herein, granted to them in the Loan Documents, this Agreement and in any other documents instrument or agreement securing, evidencing or relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC or any other Applicable Law. Without limiting the generality of the jurisdiction applicable to the affected Collateral and, furtherforegoing, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located andAgent, without resistance demand of performance or interference by the Grantorsother demand, take possession of the Collateralpresentment, (ii) dispose protest, advertisement or notice of any Collateral on kind (except any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand Applicable Law as referred to below) to or upon any Grantor or any other Person (all and without advertisement, notice or hearing, all each of which each of the Grantors demands, defenses, advertisements and notices are hereby waives waived to the fullest extent permitted by lawApplicable Law), at may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any place and time part thereof, and/or may forthwith sell, lease, assign, give option or timesoptions to purchase, sell or otherwise dispose of and deliver the Collateral or any part thereof (or all Collateral held by or for it at public or private sale, by one or more contractscontract to do any of the foregoing), in one or more parcels, for cash, upon credit parcels at public or otherwiseprivate sale or sales, at such prices and upon such terms as the Administrative Agent deems advisableany exchange, in its sole discretion (subject to any and all mandatory legal requirements). Each broker’s board or office of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any other Secured Party or elsewhere upon such holder 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 may disclaim all warranties in connection with any sale or other disposition of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any warranties of title, possession, quiet enjoyment and the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such noticelike. The Administrative Agent and or any other Secured Party shall have the holders of the Secured Obligations shall not be obligated to make right upon any such public sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawsales, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further noticeand, to the extent permitted by applicable law, be made upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released. Each Grantor further agrees, at the time Administrative Agent’s request, to assemble the Collateral and place make it available to which the sale was postponed, or the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor’s premises or elsewhere. To the fullest extent permitted by Applicable Law, each Grantor waives all claims, damages and demands it may acquire against the holders Administrative Agent or any other Secured Party arising out of the exercise by them of any rights hereunder except to the extent any such claims, damages, or demands result solely from the gross negligence or willful misconduct of the Administrative Agent or any other Secured Obligations may further postpone Party, in each case against whom such claim is asserted. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale by announcement made at such time and placeor other disposition.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereofthereof subject to the terms of the Intercreditor Agreement, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by applicable law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Collateral Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Collateral Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by applicable law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (discretion, subject in each case to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Collateral Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Collateral Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Collateral Agent and each of the holders of the Secured Obligations all reasonable documented out-of-pocket costs and expenses actually incurred by the Administrative Collateral Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costsAttorney Costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Collateral Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower Borrowers in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon During the occurrence continuance of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (but subject to legally required written notices to the extent permitted under applicable lawthe same cannot be waived or otherwise modified by this Agreement), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Borrowers in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an If any Event of Default shall occur, Lender may, at its option and during without notice: (a) declare the continuation thereofentire Advance, the Administrative Agent Interest and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any all other documents relating to the Secured Obligations, or by law any part thereof, immediately due and payable (includingprovided that the Minimum Interest used to determine the Interest in such event will be the maximum Minimum Interest determined in accordance with Schedule 10.3, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC of the jurisdiction applicable which will include all actual adjustments to the affected Collateral andMinimum Interest in accordance with the terms of this Agreement, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others but will exclude speculative adjustments); (to the extent permitted under applicable law), (ib) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to exercise any and all mandatory other legal requirements). Each or equitable rights afforded by the Transaction Documents and the laws of the Grantors acknowledges that Applicable Jurisdiction or any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees other jurisdiction as Lender shall deem appropriate; and (to the extent c) take any action permitted by this Agreement or by applicable law) that such private sale shall be deemed , including the Uniform Commercial Code then in effect in the Applicable Jurisdiction, to have been made in a commercially reasonable manner. Neither satisfy the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders Obligations of the Secured Obligations with respect Company Entities owed to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating : (i) Without limiting the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any generality of the foregoing arising inLender, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaidmay, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the fullest extent permitted by applicable law, any holder without notice, hearing or process except as specified below, take possession and maintain control over the Collateral. Within two days following demand by Lxxxxx for possession and control of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawCollateral following an Event of Default, each Company Entity shall, at its sole cost and expense, assemble and turn over to Lender all Collateral of such Company Entity then held by such Company Entity. (ii) Lender may in its sole discretion sell the Grantors hereby waives all of its rights of redemption with respect to Collateral or any part thereof in one or more parcels at public or private sale, for cash, on credit or for future delivery, and upon such sale. Subject to the provisions of applicable lawother terms as Lender may deem commercially reasonable, the Administrative Agent and the holders of the Secured Obligations Lender may postpone or cause the postponement of the sale of purchase all or any portion part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set off the amount of such purchase price against the Obligations. Lender may adjourn any public or private sale from time to time by announcement at the time and place of such salefixed therefor, and such sale may, without further with notice, to the extent permitted by applicable law, be made at the time and place to which the sale it was postponedso adjourned. Lender may abandon any such proposed sale. Each Company Entity acknowledges that any private sales of Collateral effected by Lender may result in terms less favorable to a seller than public sales but each Company Entity agrees that such private sales shall nevertheless be deemed commercially reasonable. The Company Entities shall pay all costs, fees and expenses incurred by Lxxxxx, including reasonable attorney’s fees and court costs, in connection with any such sale. (iii) Lender may enter upon and into and take possession of all or the Administrative Agent and the holders such part or parts of the Secured Obligations properties owned or occupied by any Company Entity, including lands, buildings, equipment and other property as may further postpone be necessary or appropriate in the judgment of Lender to permit or enable Lender to complete the processing or collection of all or any part of the Collateral as Lender may elect, and use and operate such sale by announcement made at properties for such purposes and for such length of time and placeas Lender may deem reasonably necessary or appropriate for such purposes without the payment of any compensation to any Company Entity therefor.

General Remedies. Upon During the occurrence continuance of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, or by law Applicable Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawApplicable Law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Equity Interests for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Grantor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the Issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Applicable Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Grantor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of the State of Florida (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such Equity Interests. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawApplicable Law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawApplicable Law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawApplicable Law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during at any time thereafter unless and until such Event of Default has been waived or cured in accordance with the continuation thereofterms of the Credit Agreement, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, have in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, Credit Documents or by law (including, without limitation, levy of attachment and garnishment)law, the rights and remedies of a secured party under the UCC Code (regardless of whether the Code is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the Code applies to the affected Collateral), and further the Collateral and, further, the Administrative Agent may, may with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantorsany such Credit Party, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors any such Credit Party to assemble and make available to the Administrative Collateral Agent at the its own expense of the Grantors any Collateral at any place and time designated by the Administrative Collateral Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors such Credit Party hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to discretion, provided that said disposition complies with any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Collateral Agent and the holders of the Secured Obligations with respect to the Secured Obligationsor any Lender hereunder, the Grantors Credit Parties shall pay the Administrative Collateral Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsCollateral Agent, including, but not limited to, including reasonable attorneys’ ' fees (including the allocated costs of in-house counsel) and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Collateral Agent or the holders of the Secured Obligations or the Grantors any Lender concerning any matter arising out of or connected with this Security Agreement, any Agreement or the Collateral or the Secured Obligations, including, including without limitation, limitation any of the foregoing arising in, arising under or related to a case under the United States Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor such Credit Party agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, otherwise sent to the Borrower such Credit Party in accordance with the notice provisions of Section 11.02 of the Credit Agreement 11 hereof at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, the Collateral Agent or any holder of the Secured Obligations Lender may be a the purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors such Credit Party hereby waives all of its rights of redemption with respect to from any such sale. Subject to the provisions of applicable law, the Administrative Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, postponed or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence and during the continuation of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the all other rights and remedies provided hereingranted to it in this Agreement, in the Loan Documents, in Credit Agreement or any other documents relating to the Secured ObligationsLoan Document, or by law (including, without limitation, levy of attachment and garnishment), the all rights and remedies of a secured party under the UCC and other applicable Laws. Without limiting the generality of the jurisdiction applicable to foregoing, the affected Collateral and, further, Debtor agrees that the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law), : (i) subject require the Debtor to the rights of tenants in possession, enter on assemble all or any premises on which any part of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make it available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent; (ii) peaceably and without notice enter any premises of the Debtor, take possession of any the Collateral, remove or dispose of all or part of the Collateral on any premises or elsewhere, and otherwise collect, receive, appropriate and realize upon all or any part of the Collateral, and demand, give receipt for, settle, renew, extend, exchange, compromise, adjust, or xxx for all or any part of the Collateral, as the Administrative Agent may determine; (iii) cause the Security Interest with respect to any of the Collateral consisting of Intellectual Property to become an assignment, transfer and conveyance of any of or all such Collateral by the Debtor to the Administrative Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or non-exclusive basis, any such Collateral throughout the world on such terms and conditions and in such manner as the Administrative Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that is reasonably convenient to both parties, waivers cannot be obtained); (iv) remove secure the appointment of a receiver of the Collateral or any Collateral from any such premises for part thereof to the purpose of effecting sale or other disposition thereof, and/or extent and in the manner provided by applicable Laws; and (v) except as provided below in the case sell, resell, lease, use, assign, transfer or otherwise dispose of notice required by law, without demand and without advertisement, notice or hearing, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all of the Collateral held by in its then condition or for it following any commercially reasonable preparation or processing (utilizing in connection therewith any of the Debtor's assets, without charge or liability to the Administrative Agent therefor) at public or private salesale or at any broker's board or on any securities exchange, by one or more contracts, in one or more parcels, at the same or different times, for cashcash or credit, upon or for future delivery without assumption of any credit or otherwiserisk, at such prices and upon such terms all as the Administrative Agent deems advisable; provided, in its sole discretion (subject to any and all mandatory legal requirements). Each of however, that the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale Debtor shall be deemed to have been made in a commercially reasonable manner. Neither credited with the net proceeds of sale only when such proceeds are finally collected by the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, Credit Documents or by law (including, without limitationbut not limited to, levy the rights and remedies set forth in the Uniform Commercial Code of attachment and garnishmentthe jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Collateral Agent shall at the direction of the Administrative Agent mayAgent, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent Agents and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent Agents and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent Agents or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ ' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent Agents or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 11.1 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent Agents and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under by applicable law), (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting the sale or other disposition thereof, thereof and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, in enforcing its remedies hereunder including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower such Grantor in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten (10) Business Days before the time of sale or other event giving rise to the requirement of such notice. 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 holders of the Secured Obligations time and place to which it was so adjourned. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC Uniform Commercial Code of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under by applicable law), (i) law and subject to the rights of tenants in possessionany lessor of a Grantor, if applicable (i) enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale WEST\275619327.7 shall be deemed to have been made in a commercially reasonable manner. Neither the The Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall not be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, in enforcing its remedies hereunder including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations Lenders shall have, in addition to the rights and remedies provided herein, in the Loan Credit Documents, in any other documents relating to the Secured Obligations, Hedging Agreements or by law (including, without limitationbut not limited to, levy the rights and remedies set forth in the Uniform Commercial Code of attachment and garnishmentthe jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Lenders with respect to the Secured Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Lenders all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsLender, including, but not limited to, reasonable attorneys’ ' fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Lenders or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower Credit Parties in accordance with the notice provisions of Section 11.02 11.1 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations Lenders shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Lender may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Lenders may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations Lenders may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Loan Parties in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence and during the continuance of an Event of Default and during the continuation thereofDefault, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law (including, without limitation, including levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral Collateral) and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such Pledged Equity for the period of time necessary to permit the issuer of such securities to register such Pledged Equity for public sale under the Securities Act. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured ​ ​ Obligations, the Grantors Obligors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable documented out-of-pocket costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, including, but not limited to, reasonable in enforcing its remedies hereunder including attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors Obligors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, including any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the times and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (A) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act), or (B) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such Pledged Equity. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations may adjourn or postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was adjourned or postponed, or the Administrative Agent and the holders of the Secured Obligations may further adjourn or postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by applicable law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC Uniform Commercial Code of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under by applicable law), (i) subject to without breach of the rights of tenants in possessionpeace, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the Grantors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Creditors with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations Creditors all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsCreditor, in enforcing its remedies hereunder including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Creditors or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 11.1 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, any holder of the Secured Obligations Creditor may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Agent and the holders of the Secured Obligations Creditors may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsObligors, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Obligors to assemble and make available to the Administrative Agent at the expense of the Grantors Obligors any Collateral at any place and time designated by the Administrative Agent that which is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of law, all of which each of the Grantors Obligors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private salesale (which in the case of a private sale of Pledged Equity, shall be to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such securities for their own account, for investment and not with a view to the distribution or resale thereof), at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Obligor acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable mannermanner and, in the case of a sale of Pledged Equity, that the Administrative Agent shall have no obligation to delay sale of any such securities for the period of time necessary to permit the issuer of such securities to register such securities for public sale under the Securities Act of 1933. Neither the Administrative Agent’s compliance with applicable law Applicable Law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor Obligor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 12.1 of the Credit Agreement at least ten Business Days (10) days before the time of sale or other event giving rise to the requirement of such notice. 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. Each Obligor further acknowledges and agrees that any offer to sell any Pledged Equity which has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the Securities Act of 1933), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the Securities Act of 1933, and the holders Administrative Agent may, in such event, bid for the purchase of the Secured Obligations such securities. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawApplicable Law, any holder of the Secured Obligations may be a purchaser at any such sale. To the extent permitted by applicable lawApplicable Law, each of the Grantors Obligors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawApplicable Law, the Administrative Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Collateral Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Transaction Documents, in any other documents relating to the Secured Obligations, or by applicable law (including, without limitationbut not limited to, levy of attachment attachment, garnishment and garnishmentthe rights and remedies set forth in the UCC of the jurisdiction applicable to the affected Collateral), the rights and remedies of a secured party under the UCC (regardless of whether the UCC is the law of the jurisdiction applicable where the rights and remedies are asserted and regardless of whether the UCC applies to the affected Collateral andCollateral), and further, the Administrative Collateral Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under applicable law)others, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without resistance or interference by the GrantorsCompany, take possession of the Collateral, (ii) dispose of any Collateral on any such premises, (iii) require the Grantors Company to assemble and make available to the Administrative Collateral Agent at the expense of the Grantors Company any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both partiesone or more locations where Company regularly maintains inventory, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) without notice, except as provided below in the case of notice required by lawbelow, without demand and without advertisement, notice or hearing, all of which each of the Grantors Company hereby waives to the fullest extent permitted by law, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cash, upon credit or otherwise, at such prices and upon such terms as the Administrative Collateral Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors Company acknowledges that any such private sale referenced above may be at prices and on terms less favorable to the seller than the prices and other terms that which might have been obtained at a public sale and and, notwithstanding the foregoing, agrees (to the extent permitted by applicable law) that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Collateral Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any sale. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations with respect Company agrees that to the Secured Obligationsextent notice of sale shall be required by law, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations all reasonable documented costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured Obligations, including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy Code. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice notice, specifying the place of any public sale or the time after which any private sale is to be made, is personally served on or mailed, postage prepaid, to the Borrower Company in accordance with the notice provisions of Section 11.02 of the Credit this Security Agreement at least ten Business Days 10 days before the time of sale or other event giving rise to the requirement of such notice. The Administrative Collateral Agent and the holders of the Secured Obligations shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable law, Collateral Agent or any holder of the Secured Obligations Investor may be a purchaser at any such sale. To the extent permitted by applicable law, each of the Grantors Company hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable law, the Administrative Collateral Agent and the holders of the Secured Obligations may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable law, be made at the time and place to which the sale was postponed, or the Administrative Collateral Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.

General Remedies. Upon the occurrence of an Event of Default and during the continuation thereof, the Administrative Agent and the holders of the Secured Obligations shall have, in addition to the rights and remedies provided herein, in the Loan Documents, in any other documents relating to the Secured Obligations, or by law Law (including, without limitation, levy of attachment and garnishment), the rights and remedies of a secured party under the UCC Uniform Commercial Code of the jurisdiction applicable to the affected Collateral and, further, the Administrative Agent may, with or without judicial process or the aid and assistance of others (to the extent permitted under by applicable law)Law, (i) subject to the rights of tenants in possession, enter on any premises on which any of the Collateral may be located and, without breaching the peace and without resistance or interference by the Grantors, take possession of the Collateral, (ii) maintain possession of any Collateral on such premises and/or dispose of any Collateral on any such premises, (iii) require the Grantors to assemble and make available to the Administrative Agent at the expense of the Grantors any Collateral at any place and time designated by the Administrative Agent that is reasonably convenient to both parties, (iv) remove any Collateral from any such premises for the purpose of effecting sale or other disposition thereof, and/or (v) except as provided below in the case of notice required by law, without demand and without advertisement, notice notice, hearing or hearingprocess of Law, all of which each of the Grantors hereby waives to the fullest extent permitted by lawLaw, at any place and time or times, sell and deliver any or all Collateral held by or for it at public or private sale, at any exchange or broker’s board or elsewhere, by one or more contracts, in one or more parcels, for cashMoney, upon credit or otherwise, at such prices and upon such terms as the Administrative Agent deems advisable, in its sole discretion (subject to any and all mandatory legal requirements). Each of the Grantors acknowledges that any private sale referenced above may be at prices and on terms less favorable to the seller than the prices and terms that might have been obtained at a public sale and agrees (and, notwithstanding the foregoing, agrees, to the extent permitted by applicable law) Law, that such private sale shall be deemed to have been made in a commercially reasonable manner. Neither the Administrative Agent’s compliance with applicable law nor its disclaimer of warranties relating to the Collateral shall be considered to adversely affect the commercial reasonableness of any salematter. In addition to all other sums due the Administrative Agent and the holders of the Secured Obligations Parties with respect to the Secured Obligations, the Grantors shall pay the Administrative Agent and each of the holders of the Secured Obligations Parties all reasonable and documented out-of-pocket costs and expenses actually incurred by the Administrative Agent or any such holder of the Secured ObligationsParty, in enforcing its remedies hereunder including, but not limited to, reasonable attorneys’ fees and court costs, in obtaining or liquidating the Collateral, in enforcing payment of the Secured Obligations, or in the prosecution or defense of any action or proceeding by or against the Administrative Agent or the holders of the Secured Obligations Parties or the Grantors concerning any matter arising out of or connected with this Security Agreement, any Collateral or the Secured Obligations, including, without limitation, any of the foregoing arising in, arising under or related to a case under the Bankruptcy CodeDebtor Relief Laws. To the extent the rights of notice cannot be legally waived hereunder, each Grantor agrees that any requirement of reasonable notice shall be met if such notice is personally served on or mailed, postage prepaid, to the Borrower in accordance with the notice provisions of Section 11.02 of the Credit Agreement at least ten Business Days before the time of sale or other event giving rise to the requirement of such notice. 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 holders of the Secured Obligations time and place to which it was so adjourned. The Administrative Agent shall not be obligated to make any sale or other disposition of the Collateral regardless of notice having been given. To the extent permitted by applicable lawLaw, any holder of the Secured Obligations Party may be a purchaser at any such sale. To the extent permitted by applicable lawLaw, each of the Grantors hereby waives all of its rights of redemption with respect to any such sale. Subject to the provisions of applicable lawLaw, the Administrative Agent and the holders of the Secured Obligations Parties may postpone or cause the postponement of the sale of all or any portion of the Collateral by announcement at the time and place of such sale, and such sale may, without further notice, to the extent permitted by applicable lawLaw, be made at the time and place to which the sale was postponed, or the Administrative Agent and the holders of the Secured Obligations may further postpone such sale by announcement made at such time and place.