Common use of Possession, Sale of Collateral, etc Clause in Contracts

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of in addition to any Credit Party or wherever rights and remedies the Collateral Agent or the other Secured Parties may behave under Applicable Law, the Collateral Agent and take possession of the other Secured Parties shall have all the rights and remedies available to it under the UCC, whether or not the UCC applies to the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative . The Collateral Agent may take such measures as it deems may deem necessary or proper for the care or protection thereofof the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Collateral Agent shall decide, or at the direction of Secured Parties holding at least one-third in principal amount of the Notes outstanding, in one or more sales or parcels, at such prices as the Administrative Collateral Agent may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Parties Grantor of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Article 8Section 5(b), the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Collateral Agent or any other Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, the Grantor any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative AgentCollateral Agent or such other Secured Party, as applicable, by the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party Grantor hereunder as a credit against the purchase price. The Administrative Neither the Collateral Agent nor any other Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Partythe Grantor. Each Credit Party The Grantor hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent and the Lenders other Secured Parties harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Collateral Agent pursuant to this Article 8Section 5(b), or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent or Lendersany other Secured Party) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Collateral Agent, or arising out of any act on the part of any Credit Party the Grantor or its Affiliates or their respective agents before or after the commencement of such actual possession or control by the Administrative Collateral Agent; and (ii) none of the Administrative Agent, Collateral Agent and the Canadian Agent, the Issuing Bank nor any of the Lenders other Secured Parties shall have any no liability or obligation to any Credit Party the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Collateral Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Collateral Agent shall be entitled to apply, without prior notice to any of the Credit PartiesGrantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Collateral Agent to payment of the ObligationsObligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this Agreement.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Lender may enter upon the premises of any Credit Party the Borrower or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Lender may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Lender shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Lender may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with within 10 days' written notice to the Credit Parties Borrower of the time and place of any such public sale or sales (which notice the Credit Parties Borrower hereby agree agrees is reasonable) and with such other notices as may be required by Applicable Law applicable law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall have any no liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders Lender or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Lawapplicable law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased by the Borrower. At any sale or sales made pursuant to this Article Section 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender may bid for or purchase, free (to the fullest extent permitted by Applicable Lawapplicable law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partywithout demand therefore or notice to the Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, Lender by the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party Borrower hereunder as a credit against the purchase price. The Administrative Agent Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not be chargeable with any of the obligations or liabilities of any Credit Partythe Borrower. Each Credit Party The Borrower hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Lender pursuant to this Article Section 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent Lender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party the Borrower or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentLender, but excluding therefrom all claims with respect to the Collateral resulting from the gross negligence or willful misconduct of the Lender; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not have any liability or obligation to any Credit Party the Borrower arising out of any such claim except for acts of gross negligence or willful misconduct or gross negligenceof the Lender. Subject only to the lawful rights of third parties, any laboratory which Person that has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties Borrower as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lender and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Lawapplicable law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Lender, and each Credit Party the Borrower hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Lender shall be entitled entitled, if permitted by Applicable Law applicable law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender shall be entitled to apply, without prior notice to any of the Credit PartiesBorrower, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender to payment of the Secured Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Agent, the Issuing Bank and the Lenders may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Agent, the Issuing Bank and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, the Issuing Bank and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Agent, the Issuing Bank and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agenton behalf of itself, the Issuing Bank, Bank the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agenton behalf of itself, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, on behalf of itself, the Issuing Bank and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent, the Issuing Bank or the Lenders or (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit Agent, on behalf of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, subject to the provisions of the Intercreditor Agreement, the Administrative Agent may and the Lenders may, upon reasonable notice to the applicable Credit Party, enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent and the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bankon behalf of itself, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank on behalf of itself and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, on behalf of itself and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent and the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party, or (z) claims of parties under the First Lien Agreement; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent and the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit Agent, on behalf of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies the Administrative Agent Secured Party may enter upon have under Applicable Law, the premises of any Credit Secured Party shall have all the rights and remedies available to it under the UCC, whether or wherever not the Collateral may be, and take possession of UCC applies to the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent . The Secured Party may take such measures as it deems may deem necessary or proper for the care or protection thereofof the Secured Party's rights and remedies hereunder, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Secured Party shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Secured Party may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Parties Grantor of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Article 8Section 5(b), the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, the Grantor any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, Secured Party by the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party Grantor hereunder as a credit against the purchase price. The Administrative Agent Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Secured Party shall not be chargeable with any of the obligations or liabilities of any Credit Partythe Grantor. Each Credit Party The Grantor hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Secured Party pursuant to this Article 8Section 5(b), or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersSecured Party) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Secured Party, or arising out of any act on the part of any Credit Party the Grantor or its Affiliates or their respective agents before or after the commencement of such actual possession or control by the Administrative AgentSecured Party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Secured Party shall have any no liability or obligation to any Credit Party the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party shall be entitled to apply, without prior notice to any of the Credit PartiesGrantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party to payment of the ObligationsObligations then due and payable.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Collateral Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' written notice to the Credit Parties Pledgor thereof of the time and place of any such public sale or sales (sale, which notice the Credit Parties each Pledgor hereby agree is agrees to be commercially reasonable) , and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders any Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Administrative Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. The Secured Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of any Credit PartyPledgor. Each Credit Party hereby agrees (i) that it will indemnify and hold As an alternative to exercising the Administrative Agentpower of sale herein conferred upon it, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect Collateral Agent may proceed by a suit or suits at law or in equity to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, foreclose upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as sell the Collateral or any portion thereof pursuant to a judgment or decree of a court shall confer upon the or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Notwithstanding Any sale pursuant to the foregoing, upon the occurrence provisions of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders this Section shall be entitled deemed to apply, without prior notice conform to any the commercially reasonable standards as provided in Section 9-504(3) of the Credit Parties, any cash or cash items constituting Collateral Uniform Commercial Code as in effect in the possession State of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the ObligationsNew York or its equivalent in other jurisdictions.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Collateral Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' written notice to the Credit Parties Pledgor thereof of the time and place of any such public sale or sales (other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute "reasonably authenticated notification of disposition" within the Credit Parties hereby agree is reasonablemeaning of Section 9-611(b) of the UCC), and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders any Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Administrative Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. Neither the Collateral Agent nor the Secured Parties shall in any such sale make no any representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of any Credit PartyPledgor. Each Credit Party hereby agrees (i) that it will indemnify and hold As an alternative to exercising the Administrative Agentpower of sale herein conferred upon it, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect Collateral Agent may proceed by a suit or suits at law or in equity to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, foreclose upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as sell the Collateral or any portion thereof pursuant to a judgment or decree of a court shall confer upon the or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Notwithstanding Any sale pursuant to the foregoing, upon the occurrence provisions of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders this Section shall be entitled deemed to apply, without prior notice conform to any the commercially reasonable standards as provided in Section 9-610(b) of the Credit Parties, any cash or cash items constituting Collateral UCC as in effect in the possession State of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the ObligationsNew York or its equivalent in other jurisdictions.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Notes Collateral Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' ’ written notice to the Credit Parties Pledgor thereof of the time and place of any such public sale or sales (other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute “reasonably authenticated notification of disposition” within the Credit Parties hereby agree is reasonablemeaning of Section 9-611(b) of the UCC), and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Notes Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders any Noteholder may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Noteholder by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Notes Collateral Agent may (in its sole and absolute discretion) determine. The Administrative Notes Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Notes Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Notes Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Notes Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Notes Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Notes Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. Neither the Notes Collateral Agent nor any Noteholder shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of any Credit PartyPledgor. Each Credit Party hereby agrees (i) that it will indemnify and hold As an alternative to exercising the Administrative Agentpower of sale herein conferred upon it, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect Notes Collateral Agent may proceed by a suit or suits at law or in equity to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, foreclose upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as sell the Collateral or any portion thereof pursuant to a judgment or decree of a court shall confer upon the or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Notwithstanding Any sale pursuant to the foregoing, upon the occurrence provisions of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders this Section shall be entitled deemed to apply, without prior notice conform to any the commercially reasonable standards as provided in Section 9-610(b) of the Credit Parties, any cash or cash items constituting Collateral UCC as in effect in the possession State of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the ObligationsNew York or its equivalent in other jurisdictions.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent Lender may enter upon the premises of any Credit Party the Borrower or wherever the Collateral may be, and take possession of the Collateral, and may reasonably demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Lender may take such measures as it deems may deem necessary or proper for the care or protection thereof, including (without limitation) the right to remove all or any portion of the Collateral, and with or without taking such possession may sell sell, or cause to be sold, whenever the Administrative Agent, Lender shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Lender may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Parties Borrower of the time and place of any such public sale or sales or of the time after which any private sale or other disposition is to be made (which it being acknowledged by the Borrower that such notice the Credit Parties hereby agree is reasonableconstitutes "reasonable notification") and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partyof the Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partyof the Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, Lender by the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party Borrower hereunder as a credit against the purchase price. The Administrative Agent Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not be chargeable with any of the obligations or liabilities of any Credit Partyof the Borrower. Each Credit Party The Borrower hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Lender pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersLender) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Lender, or arising out of any act on the part of any Credit Party of the Borrower or its Affiliates or any of their agents before or after the commencement of such actual possession or control by the Administrative AgentLender; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not have any liability or obligation to any Credit Party the Borrower arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action acts not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent Lender shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to the extent permitted by Applicable Law, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.the

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except 7 days' ’ written notice to the Credit Parties Borrower of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Agent shall not be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (party other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) Agent prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Agent, or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, Lenders or the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts by the Agent, the Lenders or the Issuing Bank of willful misconduct or gross negligencenegligence or acts not taken in good faith. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the each Credit Parties Party as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence and during the continuance of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent shall be entitled to apply, without prior notice to any of the Credit PartiesParty, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by Applicable Law, the Administrative Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 ten (10) days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders nor any of the Lenders other Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian AgentAgents, the Issuing Bank, the Lenders Lenders, any other Secured Party or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders and the Lenders other Secured Parties may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders and the Lenders other Secured Parties by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agents, the Issuing Bank, the Lenders and the other Secured Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian AgentAgents, the Issuing Bank and Bank, the Lenders and any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Administrative Agent, the Canadian AgentAgents, the Issuing Bank or LendersBank, the Lenders and any other Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders, nor any of the Lenders other Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Agent Agents, the Issuing Bank, the Lenders and any other Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian any Agent, the Issuing Bank and the Lenders Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon In addition to any other rights and remedies granted to the occurrence Administrative Agent and during the continuance of an Lenders in the Loan Documents, if any Event of DefaultDefault shall have occurred and be continuing, the Administrative Agent (on behalf of the Lenders and with the consent of both Lenders) may exercise all rights and remedies of a secured party under the Uniform Commercial Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon the Borrower or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, or consent to the use by the Borrower of any cash collateral arising in respect of the Collateral on such terms as the Administrative deems reasonable, and/or may forthwith sell, lease, assign give an option or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all without assumption of any credit risk, without demand of performance but with ten (10) days’ prior written notice of the time and place of any such public sale or sales (which notice the Borrower hereby agrees is commercially reasonable) and with such other notices as may be required by applicable law and cannot be waived. The Administrative Agent, on behalf of the Lenders, or the Lenders, acting jointly, shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in the Borrower, which right or equity is hereby waived and released. The Borrower 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 the Borrower’s premises or elsewhere and the Administrative Agent may enter upon the premises of any Credit Party the Borrower or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section VIII, after deducting all costs and with expenses of every kind incurred in connection therewith or without taking such possession may sell incidental to the care or cause safekeeping of any of the Collateral or in any other way relating to be sold, whenever the Collateral or the rights of the Administrative AgentAgent and the Lenders hereunder, shall decideincluding attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Borrower under the Loan Documents, in one or more sales or parcels, at such prices order as the Administrative Agent may deem appropriateelect, and for cash or on credit or for future delivery, without assumption only after such application and after the payment by the Administrative Agent of any credit riskother amount required by any provision of law, all or any portion including Section 9-615(a)(3) of the CollateralUniform Commercial Code, at any broker's board or at public or private saleneed the Administrative Agent account for the surplus, without demand of performance but with 10 days' written notice if any, to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none Borrower. None of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent or the Lenders shall have any liability should the proceeds resulting from a private sale of any Collateral be less than the proceeds realizable from a public salesale of such Collateral, and the Administrative Agent, Agent (on behalf of the Canadian Agent, the Issuing Bank, the Lenders Lenders) or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Lawapplicable law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent (on behalf of the Lenders) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor Agent or any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Partythe Borrower. Each Credit Party The Borrower hereby agrees that (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the any Collateral asserted before the taking of actual possession or control of the relevant such Collateral by the Administrative Agent pursuant to this Article 8Section VIII, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, Agent or the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party the Borrower or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentAgent but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of the Administrative Agent or any Lender, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required, or (y) any claims with respect to the Collateral asserted against an indemnified party by the Borrower in which the Borrower is the prevailing party (i.e., the party in whose favor a monetary award is issued); and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor Agent or any of the Lenders Lender shall have any liability or obligation to any Credit Party the Borrower arising out of any such claim except for acts of willful misconduct or gross negligencenegligence of such Person, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required. Subject only to To the lawful rights of third partiesextent permitted by applicable law, any laboratory which has possession of any of the Collateral is hereby constituted Borrower waives all claims, damages and appointed by the Credit Parties as pledgeholder for demands it may acquire against the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral upon the order shall be required by law, such notice shall be deemed reasonable and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages proper if given at least ten (10) days before such sale or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunderother disposition. In any action hereunder, the Administrative Agent shall be entitled entitled, if permitted by Applicable Law applicable law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders shall be entitled to apply, without prior notice to any of the Credit PartiesBorrower, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders to payment of the Obligationsin any manner at their sole discretion. *** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARETLY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, to the fullest extent permitted by Applicable Law, the Administrative Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 ten (10) days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of neither the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders nor any of the Lenders other Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders Lenders, any other Secured Party or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders and the Lenders other Secured Parties may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders and the Lenders other Secured Parties by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, the Issuing Bank, the Lenders and the other Secured Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders and the Lenders any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank or LendersLenders and any other Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of neither the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders, nor any of the Lenders other Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Agent Agent, the Issuing Bank, the Lenders and any other Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank and the Lenders any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon Subject to the provisions of the Senior Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (on behalf of the Secured Parties) may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at a public or private sale, without demand of performance but with 10 ten (10) days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of or the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, Agent (on behalf of the Canadian Agent, the Issuing Bank, the Lenders Secured Parties) or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, Agent (on behalf of the Canadian Agent, the Issuing Bank and the Lenders Secured Parties) may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and 154 payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent (on behalf of the Secured Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of or the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees that (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or the Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required or (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party (i.e., the party in whose favor an award is issued); and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor or any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligencenegligence of such Person, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for on behalf of the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Secured Parties) and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled entitled, if permitted by Applicable Law Law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of in the Obligationsmanner set forth in Section 8.7.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party the Transaction Parties or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession possession, may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Transaction Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Transaction Parties, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Transaction Parties, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders (subject to the provisions of Article 10 hereof) by any Credit Party the Transaction Parties hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Partythe Transaction Parties. Each Credit Party of the Transaction Parties hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, Agent or the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Agent, or arising out of any act on the part of any Credit Party of the Transaction Parties, their Affiliates, or its Affiliates or their agents before or after the commencement of such actual possession or control by the Administrative Agent; , and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall have any liability or obligation to any Credit Party the Transaction Parties arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent shall be entitled to apply, without prior notice to any of the Credit PartiesTransaction Parties except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, subject to the Administrative Agent may Intercreditor Agreement, the Lender may, to the extent permitted by Applicable Law, enter upon the premises of any Credit Collateral Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, ; and the Administrative Agent Lender may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Lender shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Lender may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 ten (10) days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders Lender or any other Person may be the purchaser of or all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 88 or pursuant to the terms of the Fundamental Documents, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Lender, shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender harmless from and against any and all claims (other than Permitted Encumbrances) with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Lender pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Lender or Lendersits agents) prior to such taking of actual possession or control by the Administrative Agent Lender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentLender, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence, bad faith or willful misconduct of the Lender, (y) any claims with respect to the Collateral asserted against an Indemnified Party by a Credit Party in which such Credit Party is the prevailing party or (z) any act or omission of a Theatre Direct Company prior to the Closing Date; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct misconduct, bad faith or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Lender shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to any rights and remedies the Administrative Agent Secured Party may enter upon have under Applicable Law, the premises of any Credit Secured Party shall have all the rights and remedies available to it under the UCC, whether or wherever not the Collateral may be, and take possession of UCC applies to the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent . The Secured Party may take such measures as it deems may deem necessary or proper for the care or protection thereofof the Secured Party's rights and remedies hereunder, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Secured Party shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Secured Party may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Parties Grantor of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Article 8Section 5(b), the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, Secured Party by the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party Grantor hereunder as a credit against the purchase price. The Administrative Agent Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Secured Party shall not be chargeable with any of the obligations or liabilities of any Credit Partythe Grantor. Each Credit Party The Grantor hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Secured Party pursuant to this Article 8Section 4(b), or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersSecured Party) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Secured Party, or arising out of any act on the part of any Credit Party the Grantor or its Affiliates or their respective agents before or after the commencement of such actual possession or control by the Administrative AgentSecured Party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Secured Party shall have any no liability or obligation to any Credit Party the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party shall be entitled to apply, without prior notice to any of the Credit PartiesGrantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party to payment of the ObligationsObligations then due and payable.

Possession, Sale of Collateral, etc. Upon the occurrence and during acceleration of the continuance of an Event of DefaultLoans in accordance with Article 7 hereof, the Administrative Agent Lender may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Lender may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Lender shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Lender may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except the Lender shall provide 15 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale), and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders Lender or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made 73 80 pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Lender pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersLender) prior to such taking of actual possession or control by the Administrative Agent Lender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentLender except for claims arising out of Lender's gross negligence or willful misconduct; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligencenegligence or not taken in good faith. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lender and, upon the occurrence acceleration of an Event of Defaultthe Loans in accordance with Article 7 hereof, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Lender, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Lender shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party the Borrower or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession possession, may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Parties Borrower of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders (subject to the provisions of Article 10 hereof) by any Credit Party the Borrower hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Partythe Borrower. Each Credit Party The Borrower hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Agent, or arising out of any act on the part of any Credit Party of the Borrower, its Affiliates, or its Affiliates or their agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall have any liability or obligation to any Credit Party the Borrower arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent shall be entitled to apply, without prior notice to any of the Credit PartiesBorrower except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of neither the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders nor any of the Lenders other Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale. At any sale or sales made pursuant to this Article 8, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders any Secured Party or any other Person may bid for and be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, To the extent such purchaser is the Administrative AgentAgent or a Lender, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and Person may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and Agent or the Lenders by any Credit Party hereunder as a credit against the purchase price. The Neither the Administrative Agent nor any Lender shall in any such sale make no or be deemed to have made any representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders and the Lenders any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Lenders or any other Secured Party pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lendersa Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders no Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Agent Agent, the Syndication Agent, the Issuing Bank and the Lenders or any other Secured Party shall be entitled entitled, if permitted by Applicable Law Law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian either Agent, the Issuing Bank and the Lenders Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Obligations. All costs and expenses of the Administrative Agent or any other Secured Party incurred in connection with the taking possession and/or sale of any Collateral pursuant to this Section 8.5 or otherwise in connection with any disposition of the Collateral shall be payable by the Borrower on demand and shall be added to the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and the Lenders may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the CollateralCollateral (subject, in each case, to the terms of any applicable Interparty Agreement, Co-Financing Venture Interparty Agreement or Co-Financing Intercreditor Agreement), and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent and the Lenders may take such measures as it deems they reasonably deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent and the Lenders may reasonably deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 at least ten (10) days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent and the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, on behalf of the Canadian Agent, the Issuing Bank, the Lenders Secured Parties or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, Agent (on behalf of the Canadian Agent, the Issuing Bank and the Lenders Secured Parties) may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent (on behalf of the Secured Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent and the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees that (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, Agent or the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or 107 arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as finally determined by a court of competent jurisdiction, or (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor Agent or any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligencenegligence of such Person, as finally determined by a court of competent jurisdiction. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for on behalf of the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Secured Parties) and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled entitled, if permitted by Applicable Law Law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders to payment of in the Obligationsmanner set forth Section 8.7.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Collateral Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Collateral Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Collateral Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 ten (10) days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders nor any of the Lenders other Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian AgentAgents, the Issuing Bank, the Lenders Lenders, any other Secured Party or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders and the Lenders other Secured Parties may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders and the Lenders other Secured Parties by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agents, the Issuing Bank, the Lenders and the other Secured Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian AgentAgents, the Issuing Bank and Bank, the Lenders and any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Collateral Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Administrative Agent, the Canadian AgentAgents, the Issuing Bank or LendersBank, the Lenders and any other Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders, nor any of the Lenders other Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Agent Agents, the Issuing Bank, the Lenders and any other Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian any Agent, the Issuing Bank and the Lenders Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Agent, the Issuing Bank and the Lenders may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Agent, the Issuing Bank and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, the Issuing Bank and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Agent, the Issuing Bank and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' ’ written notice to the Credit Parties of the time and place of any such public or private sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and to the extent permitted by law the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, the Issuing Bank and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Issuing Bank and the Lenders pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent Agent, the Issuing Bank and the Lenders (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; , the Issuing Bank and (ii) none the Lenders but excluding therefrom all claims with respect to the Collateral resulting from the gross negligence or willful misconduct of any of the Administrative Agent, the Canadian Issuing Bank or any Lender; and (ii) neither the Administrative Agent, the Issuing Bank nor any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives waives, to the maximum extent permitted by Applicable Law, any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Agent, the Issuing Bank and the Lenders shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 days' ’ written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon Subject to the Orders, upon the occurrence and during the continuance of an Event of DefaultDefault (and without further order of the Bankruptcy Court), the Administrative Agent may Agent, the Issuing Bank and the Lenders may, upon reasonable notice to the applicable Credit Party, enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Agent, the Issuing Bank and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, the Issuing Bank and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Agent, the Issuing Bank and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor or any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agenton behalf of itself, the Issuing Bank, Bank the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agenton behalf of itself, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, on behalf of itself, the Issuing Bank and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor or any of the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent, the Issuing Bank or the Lenders or (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor or any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit Agent, on behalf of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) ), subject to the Orders, to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In Subject to the Orders, in any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, but subject to the Orders, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the ----------------------------------- occurrence and during the continuance of an Event of Default, the Administrative Agent may (on behalf of itself and the Lenders) may, or if directed by the Required Lenders shall, enter upon the premises of any Credit Party the Borrower or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent (on behalf of itself and the Lenders) may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent (on behalf of itself and the Lenders) shall decide, in one or more sales or parcels, at such prices as the Administrative Agent (on behalf of itself and the Lenders) may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with or notice of intention to sell or of time or place of sale (except 10 days' written notice to the Credit Parties Borrower of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders by any Credit Party the Borrower hereunder as a credit against the purchase price. The Administrative Agent and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Partythe Borrower. Each Credit Party The Borrower hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent (on behalf of itself and the Lenders) pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or Lenders) prior to such taking of actual possession or control by the Administrative Agent (on behalf of itself and the Lenders) (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party the Borrower, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; Agent (on behalf of itself and (ii) none the Lenders), but excluding therefrom all claims with respect to the Collateral resulting from the gross negligence or willful misconduct of any of the Administrative Agent, the Canadian Agent, Fronting Bank or the Issuing Bank Lenders; and (ii) neither the Administrative Agent nor any of the Lenders Lender shall have any liability or obligation to any Credit Party the Borrower arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties Borrower as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party the Borrower hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent (on behalf of itself and the Lenders) shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent (on behalf of itself and the Lenders Lenders) shall be entitled to apply, without prior notice to any of the Credit PartiesBorrower, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank Agent (on behalf of itself and the Lenders Lenders) to payment of the ObligationsObligations in accordance with Section 7 of the Sponsor Agreement.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except 7 days' written notice to the Credit Parties Borrower of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable -72- 81 Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Agent shall not be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (party other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) Agent prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Agent, or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, Lenders or the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts by the Agent, the Lenders or the Issuing Bank of willful misconduct or gross negligencenegligence or acts not taken in good faith. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the each Credit Parties Party as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence and during the continuance of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent shall be entitled to apply, without prior notice to any of the Credit PartiesParty, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during acceleration of the continuance of an Event of DefaultLoans in accordance with Article 7 hereof, the Administrative Agent Lender may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Lender may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Lender shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Lender may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except the Lender shall provide 15 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale), and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders Lender or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Lender pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersLender) prior to such taking of actual possession or control by the Administrative Agent Lender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentLender except for claims arising out of Lender's gross negligence or willful misconduct; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall not have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligencenegligence or not taken in good faith. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lender and, upon the occurrence acceleration of an Event of Defaultthe Loans in accordance with Article 7 hereof, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Lender, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Lender shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender to payment of the Obligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Collateral Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' ’ written notice to the Credit Parties Pledgor thereof of the time and place of any such public sale or sales (other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute “reasonably authenticated notification of disposition” within the Credit Parties hereby agree is reasonablemeaning of Section 9-611(b) of the UCC), and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders any Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Administrative Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. Neither the Collateral Agent nor the Secured Parties shall in any such sale make no any representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of any Credit PartyPledgor. Each Credit Party hereby agrees (i) that it will indemnify and hold As an alternative to exercising the Administrative Agentpower of sale herein conferred upon it, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect Collateral Agent may proceed by a suit or suits at law or in equity to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, foreclose upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as sell the Collateral or any portion thereof pursuant to a judgment or decree of a court shall confer upon the or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Notwithstanding Any sale pursuant to the foregoing, upon the occurrence provisions of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders this Section shall be entitled deemed to apply, without prior notice conform to any the commercially reasonable standards as provided in Section 9-610(b) of the Credit Parties, any cash or cash items constituting Collateral UCC as in effect in the possession State of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the ObligationsNew York or its equivalent in other jurisdictions.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Agent, the Issuing Bank and the Lenders may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Agent, the Issuing Bank and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, the Issuing Bank and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Agent, the Issuing Bank and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, the Issuing Bank and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Issuing Bank and the Lenders pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent Agent, the Issuing Bank and the Lenders (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, the Issuing Bank and the Lenders; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Agent, the Issuing Bank and the Lenders shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Agent, the Fronting Bank and the Lenders may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Agent, the Fronting Bank and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, the Fronting Bank and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Agent, the Fronting Bank and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except 15 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of neither the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, the Fronting Bank and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Fronting Bank and the Lenders pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent Agent, the Fronting Bank and the Lenders (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, the Fronting Bank and the Lenders; and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank nor any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Fronting Bank and the Lenders), Lenders and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Agent, the Fronting Bank and the Lenders shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Fronting Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the - 105 - Administrative Agent, the Canadian Agent, the Issuing Fronting Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Collateral Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Collateral Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Collateral Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 ten (10) days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none neither of the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders nor any of the Lenders other Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian AgentAgents, the Issuing Bank, the Lenders Lenders, any other Secured Party or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders and the Lenders other Secured Parties may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders and the Lenders other Secured Parties by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agents, the Issuing Bank, the Lenders and the other Secured Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian AgentAgents, the Issuing Bank and Bank, the Lenders and any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Collateral Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Administrative Agent, the Canadian AgentAgents, the Issuing Bank or LendersBank, the Lenders and any other Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of neither the Administrative Agent, the Canadian AgentAgents, the Issuing Bank Bank, the Lenders, nor any of the Lenders other Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Agent Agents, the Issuing Bank, the Lenders and any other Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian any Agent, the Issuing Bank and the Lenders Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon Subject to the provisions of the Subordination Agreement, upon the occurrence and during the continuance of an Event of 102 Default, the Administrative Agent (on behalf of the Secured Parties) may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at a public or private sale, without demand of performance but with 10 ten (10) days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent or the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, Agent (on behalf of the Canadian Agent, the Issuing Bank, the Lenders Secured Parties) or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, Agent (on behalf of the Canadian Agent, the Issuing Bank and the Lenders Secured Parties) may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent (on behalf of the Secured Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent or the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees that (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, Agent or the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required or (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party (i.e., the party in whose favor an award is issued); and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor Agent or any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligencenegligence of such 103 Person, as finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time required. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for on behalf of the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Secured Parties) and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent (subject to the Subordination Agreement), and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled entitled, if permitted by Applicable Law and the Subordination Agreement, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the a court shall confer upon the receiver. Notwithstanding the foregoingforegoing and subject to the Subordination Agreement, upon the occurrence and during the continuance of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders to payment of in the Obligationsmanner set forth in Section 8.7.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Lender may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the CollateralCollateral to the fullest extent permitted by Applicable Law, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Lender may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Lender shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Lender may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' written notice to the Credit Parties Borrower Representative of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders Lender or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8ARTICLE 11, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender may bid for or purchasepurchase any part of or all of the Collateral offered for sale, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent shall in In any such sale Lender shall not be required to make no any representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (ia) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Lender pursuant to this Article 8ARTICLE 11, or arising out of any act of, or omission to act on the part of, any Person party (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersLender) prior to such taking of actual possession or control by the Administrative Agent Lender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentLender; and (iib) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall have any no liability or obligation to any Credit Party arising out of any such claim except in each case for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lender and, upon the occurrence and during the continuance of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Lender, and each Credit Party hereby waives any and all claimsclams, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC Code and not otherwise waived hereunder. In any action hereunder, the Administrative Agent Lender shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Lender to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may Agent, the Issuing Bank and the Lenders may, upon reasonable notice to the applicable Credit Party, enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Agent, the Issuing Bank and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, the Issuing Bank and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Agent, the Issuing Bank and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agenton behalf of itself, the Issuing Bank, Bank the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agenton behalf of itself, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, on behalf of itself, the Issuing Bank and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent, the Issuing Bank or the Lenders or (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of and the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit Agent, on behalf of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Secured Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems may deem necessary or proper for the care or protection thereofof the Secured Party's rights and remedies hereunder, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Secured Party shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Secured Party may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Parties Debtor of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law applicable law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Lawapplicable law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Debtor, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by applicable law. At any sale or sales made pursuant to this Article 8Section 6, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Lawapplicable law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, the Debtor any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, Secured Party by the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party Debtor hereunder as a credit against the purchase price. The Administrative Agent Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Secured Party shall not be chargeable with any of the obligations or liabilities of any Credit Partythe Debtor. Each Credit Party The Debtor hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Secured Party pursuant to this Article 8Section 6, or arising out of any act of, or omission to act on the part of, any Person person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersSecured Party) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Secured Party, or arising out of any act on the part of any Credit Party the Debtor or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentSecured Party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Secured Party shall have any no liability or obligation to any Credit Party the Debtor arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party shall be entitled to apply, without prior notice to any of the Credit PartiesDebtor except as may be required by applicable law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party to payment of the ObligationsObligations then due and payable.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of neither the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders nor any of the Lenders other Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders any Secured Party or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and Agent and/or the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and Agents or the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent and/or the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian AgentAgents, the Issuing Bank and Bank, the Lenders and any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Lenders or any other Secured Party pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lendersa Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders no Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Agent Agent, the Documentation Agent, the Issuing Bank and the Lenders or any other Secured Party shall be entitled entitled, if permitted by Applicable Law Law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian either Agent, the Issuing Bank and the Lenders Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and the Lenders may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the CollateralCollateral (subject, in each case, to the terms of any applicable Interparty Agreement, Co-Financing Venture Interparty Agreement or Co-Financing Intercreditor Agreement), and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent and the Lenders may take such measures as it deems they reasonably deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent and the Lenders may reasonably deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 at least ten (10) days' ’ prior written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent and the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, on behalf of the Canadian Agent, the Issuing Bank, the Lenders Secured Parties or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, Agent (on behalf of the Canadian Agent, the Issuing Bank and the Lenders Secured Parties) may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent (on behalf of the Secured Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of Agent and the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees that (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, Agent or the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to the Collateral resulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as finally determined by a court of competent jurisdiction, or (y) any claims with respect to the Collateral asserted against an indemnified party by a Credit Party in which such Credit Party is the prevailing party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor Agent or any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligencenegligence of such Person, as finally determined by a court of competent jurisdiction. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for on behalf of the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Secured Parties) and, upon the occurrence and during the continuation of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled entitled, if permitted by Applicable Law Law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders to payment of in the Obligationsmanner set forth Section 8.7.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Collateral Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' ’ written notice to the Credit Parties Pledgor thereof of the time and place of any such public sale or sales (other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute “reasonably authenticated notification of disposition” within the Credit Parties hereby agree is reasonablemeaning of Section 9-611(b) of the UCC), and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders any Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Administrative Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such sale make no representations purchaser or warranties with respect purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any part portion thereof shall be treated as a sale thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (ib) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law free to the appointment of a receiver without notice, carry out such sale pursuant to take possession of all or any portion of the Collateral such agreement and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders (c) no Pledgor shall be entitled to apply, without prior notice to any the return of the Credit PartiesCollateral or any portion thereof subject thereof, any cash or cash items constituting notwithstanding the fact that after the Collateral in the possession Agent shall have entered into such an agreement all Events of the Administrative Agent, the Canadian Agent, the Issuing Bank Default shall have been remedied and the Lenders to payment of the Obligations.Obligations paid in full. Neither the

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Secured Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' written notice to the Credit Parties Pledgor of the time and place of any such public sale or sales (sale, which notice the Credit Parties Pledgor hereby agree is agrees to be commercially reasonable) , and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Secured Party shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit Partythe Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, Secured Party by the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Secured Party may (in its sole and absolute discretion) determine. The Administrative Agent Secured Party shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Secured Party may, without notice or publication, except as may be required by applicable statute and cannot be waived, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Secured Party until the sale price is paid in full by the purchaser or purchasers thereof, but the Secured Party shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Secured Party shall be free to carry out such sale pursuant to such agreement and (c) the Pledgor shall not be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Secured Party shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. The Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of the Pledgor. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any Credit Partyportion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Each Credit Party Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-504(3) of the Uniform Commercial Code as in effect in the State of California or its equivalent in other jurisdictions. The Pledgor hereby agrees (i) that it will indemnify and hold the Administrative AgentSecured Party, the Canadian Agentand its officers, the Issuing Bank directors, employees, agents and the Lenders representatives harmless (except for its or his own wilful misconduct or gross negligence) from and against any and all claims with respect to the Collateral asserted both before and after the taking of actual possession or control of the relevant Collateral by the Administrative Agent Secured Party pursuant to this Article 8Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) Secured Party prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Secured Party, or arising out of any act on or omission of the part of Pledgor, or any Credit Party or its Affiliates or agents thereof, before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunderSecured Party. In any action hereunder, hereunder the Administrative Agent Secured Party shall be entitled if permitted by Applicable Law to the appointment appointment, without notice, of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the such receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party shall be entitled to apply, without prior notice to any of the Credit PartiesPledgor, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Party to payment of the Obligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Collateral Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' written notice to the Credit Parties Pledgor thereof of the time and place of any such public sale or sales (other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute “reasonably authenticated notification of disposition” within the Credit Parties hereby agree is reasonablemeaning of Section 9-611(b) of the UCC), and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders any Secured Party may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Administrative Collateral Agent shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid in full by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Collateral Agent shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. Neither the Collateral Agent nor the Secured Parties shall in any such sale make no any representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of any Credit PartyPledgor. Each Credit Party hereby agrees (i) that it will indemnify and hold As an alternative to exercising the Administrative Agentpower of sale herein conferred upon it, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect Collateral Agent may proceed by a suit or suits at law or in equity to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, foreclose upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as sell the Collateral or any portion thereof pursuant to a judgment or decree of a court shall confer upon the or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Notwithstanding Any sale pursuant to the foregoing, upon the occurrence provisions of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders this Section shall be entitled deemed to apply, without prior notice conform to any the commercially reasonable standards as provided in Section 9-610(b) of the Credit Parties, any cash or cash items constituting Collateral UCC as in effect in the possession State of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the ObligationsNew York or its equivalent in other jurisdictions.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 days' ’ written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of neither the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders nor any of the Lenders other Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale. At any sale or sales made pursuant to this Article 8, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders any Secured Party or any other Person may bid for and be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, To the extent such purchaser is the Administrative AgentAgent or a Lender, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and Person may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and Agent or the Lenders by any Credit Party hereunder as a credit against the purchase price. The Neither the Administrative Agent nor any Lender shall in any such sale make no or be deemed to have made any representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian AgentIssuing Bank, the Issuing Bank Lenders and the Lenders any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Lenders or any other Secured Party pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lendersa Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders no Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Agent Agent, BAS, the Issuing Bank and the Lenders or any other Secured Party shall be entitled entitled, if permitted by Applicable Law Law, to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian either Agent, the Issuing Bank and the Lenders Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Obligations. All costs and expenses of the Administrative Agent or any other Secured Party incurred in connection with the taking possession and/or sale of any Collateral pursuant to this Section 8.5 or otherwise in connection with any disposition of the Collateral shall be payable by the Borrower on demand and shall be added to the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent (on behalf of itself and the Lenders) may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent (on behalf of itself and the Lenders) may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent (on behalf of itself and the Lenders) shall decide, in one or more sales or parcels, at such prices as the Administrative Agent (on behalf of itself and the Lenders) may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except 15 days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8IX, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent (on behalf of itself and the Lenders) pursuant to this Article 8IX, or arising out of any act of, or omission to act on the part of, any Person party (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or Lenders) prior to such taking of actual possession or control by the Administrative Agent (on behalf of itself and the Lenders) (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative AgentAgent (on behalf of itself and the Lenders); and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory Person which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent (on behalf of itself and the Lenders) shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank Agent (on behalf of itself and the Lenders Lenders) shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank Agent (on behalf of itself and the Lenders Lenders) to payment of the Obligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession Trustee may sell or cause to be sold, whenever the Administrative Agent, it shall decide, in one or more sales or parcels, at such prices as the Administrative Agent it may deem appropriatebest, and for cash or cash, on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' ’ written notice to the Credit Parties Pledgor thereof of the time and place of any such public sale or sales (other intended disposition of the Collateral, except any Collateral which is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, which notice each Pledgor hereby agrees to be commercially reasonable and shall constitute “reasonably authenticated notification of disposition” within the Credit Parties hereby agree is reasonablemeaning of Section 9-611(b) of the UCC), and with such other notices as may be required by Applicable Law applicable statute and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released. The Trustee shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders any Noteholder may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, redemption of any Credit PartyPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released, all or any part of or all portion of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys money then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Noteholder by any Credit Party hereunder Pledgor as a credit against the purchase price. At any such sale, the Collateral, or portion thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Trustee may (in its sole and absolute discretion) determine. The Administrative Agent Trustee shall not be obligated to make any sale of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Trustee may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Trustee until the sale price is paid in full by the purchaser or purchasers thereof, but the Trustee shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. For purposes hereof, (a) a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof, (b) the Trustee shall be free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the Collateral or any portion thereof subject thereof, notwithstanding the fact that after the Trustee shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations paid in full. Neither the Trustee nor any Noteholder shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall not be chargeable with any of the obligations or liabilities of any Credit PartyPledgor. Each Credit Party hereby agrees (i) that it will indemnify and hold As an alternative to exercising the Administrative Agentpower of sale herein conferred upon it, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect Trustee may proceed by a suit or suits at law or in equity to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, foreclose upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as sell the Collateral or any portion thereof pursuant to a judgment or decree of a court shall confer upon the or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Notwithstanding Any sale pursuant to the foregoing, upon the occurrence provisions of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders this Section shall be entitled deemed to apply, without prior notice conform to any the commercially reasonable standards as provided in Section 9-610(b) of the Credit Parties, any cash or cash items constituting Collateral UCC as in effect in the possession State of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the ObligationsNew York or its equivalent in other jurisdictions.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems may deem necessary or proper for the care or protection thereofof the Administrative Agent's rights and remedies hereunder, including including, without limitation, the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Parties applicable Debtor of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit PartyDebtor, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Article 8Section 6, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, Debtor any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders (subject to the provisions of Article 10 of the Credit Agreement) by any the Borrower under the Credit Party hereunder Agreement as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Agent shall not be chargeable with any of the obligations or liabilities of any Credit Partyof the Debtors. Each Credit Party of the Debtors hereby agrees agrees, on a joint and several basis, (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8Section 6, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, Agent or the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Agent, or arising out of any act on the part of any Credit Party or its the Debtors, their Affiliates or their respective agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall have any liability or obligation to any Credit Party of the Debtors arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent shall be entitled to apply, without prior notice to any of the Credit PartiesDebtors except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon Subject to the terms of the Intercreditor Agreement, upon the occurrence and during the continuance of an Event of Default, the Administrative Collateral Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Collateral Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Collateral Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Collateral Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 ten (10) days' written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders no Secured Party shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders any Secured Party or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8Section 3, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties by any Credit Party hereunder as a credit against the purchase price. The Administrative Collateral Agent and the other Secured Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent nor any of the Lenders other Secured Party shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent and the Lenders any other Secured Party harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Collateral Agent or any other Secured Party pursuant to this Article 8Section 3, or arising out of any act of, or omission to act on the part of, any such Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or LendersCollateral Agent and any other Secured Party) prior to such taking of actual possession or control by the Administrative Agent such Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agentsuch Secured Party; and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent nor any of the Lenders other Secured Party shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights negligence as determined by a final order or judgment of third parties, any laboratory which has possession a court of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundercompetent jurisdiction. In any action hereunder, the Administrative Collateral Agent and any other Secured Party shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Collateral Agent and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders such Secured Party to payment of the Secured Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's ’s board or at public or private sale, without demand of performance but with 10 days' ’ written notice to the Credit Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the LendersSecured Parties), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Secured Parties to payment of the applicable Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may enter upon the premises of any Credit Party the Transaction Parties or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent may take such measures as it deems may deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession possession, may sell or cause to be sold, whenever the Administrative Agent, Agent shall decide, in one or more sales or parcels, at such prices as the Administrative Agent may deem appropriatebest, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at a public or private sale, without any demand of performance but with or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Credit Transaction Parties of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Transaction Parties, any such demand, notice, claim, right or equity being hereby expressly waived and releasedreleased to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Transaction Parties, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders (subject to the provisions of Article 10 hereof) by any Credit Party the Transaction Parties hereunder as a credit against the purchase price. The Administrative Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Partythe Transaction Parties. Each Credit Party of the Transaction Parties hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Agent and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Agent or Lenders) prior to such taking of actual possession or control by the Administrative Agent (whether asserted before or after such taking of possession or control)Agent, or arising out of any act on the part of any Credit Party of the Transaction Parties, their Affiliates, or its Affiliates or their agents before or after the commencement of such actual possession or control by the Administrative Agent; and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Agent nor any of the Lenders Lender shall have any liability or obligation to any Credit Party the Transaction Parties arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all negligence or any portion of the Collateral upon the order and direction of the Administrative Agent and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action not taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereundergood faith. In any action hereunder, the Administrative Agent shall be entitled if permitted by Applicable Law to the appointment of a receiver receiver, without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent shall be entitled to apply, without prior notice to any of the Credit PartiesTransaction Parties except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Agent to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Collateral Agent, upon direction of the Required Certificateholders, may enter upon the premises of any Credit Party the Debtor or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Collateral Agent may upon direction of the Required Certificateholders take such measures as it deems the Required Certificateholders deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, Required Certificateholders shall decidedirect, in one or more sales or parcels, at such prices as the Administrative Agent Required Certificateholders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with or notice of intention to sell or of time or place of sale (except 10 days' written notice to the Credit Parties Debtor of the time and place of any such public sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent nor any of the Lenders Certificateholders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the Administrative Collateral Agent, the Canadian Agent, the Issuing Bank, the Lenders Certificateholder or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Debtor, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8Agreement, the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent and the Lenders Certificateholders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Partythe Debtor, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent and the Lenders Certificateholders by any Credit Party the Debtor hereunder as a credit against the purchase price. The Administrative Collateral Agent shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent nor any of the Lenders Certificateholder shall be chargeable with any of the obligations or liabilities of any Credit Partythe Debtor. Each Credit Party The Debtor hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent and the Lenders Certificateholders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Collateral Agent pursuant to this Article 8Agreement, or arising out of any act of, or omission to act on the part of, any Person party (other than the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent or LendersCertificateholders) prior to such taking of actual possession or control by the Administrative Collateral Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party the Debtor, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Collateral Agent, but excluding therefrom all claims with respect to the Collateral resulting from the gross negligence or willful misconduct of the Collateral Agent or the Certificateholders; and (ii) none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank Collateral Agent nor any of the Lenders Certificateholder shall have any liability or obligation to any Credit Party the Debtor arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties Debtor as pledgeholder for the Administrative Collateral Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Certificateholders and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Collateral Agent, upon the direction of the Required Certificateholders, and each Credit Party the Debtor hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Collateral Agent, upon the direction of the Required Certificateholders, shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Collateral Agent shall be entitled to apply, without prior notice to any the Debtor, upon the direction of the Credit PartiesRequired Certificateholders, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders Collateral Agent to payment of the Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent Agent, the Issuing Bank and the Lenders may enter upon the premises of any Credit Party or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the Administrative Agent Agent, the Issuing Bank and the Lenders may take such measures as it deems they deem necessary or proper for the care or protection thereof, including the right to remove all or any portion of the Collateral, and with or without taking such possession may sell or cause to be sold, whenever the Administrative Agent, the Issuing Bank and the Lenders shall decide, in one or more sales or parcels, at such prices as the Administrative Agent Agent, the Issuing Bank and the Lenders may deem appropriate, and for cash or on credit or for future delivery, without assumption of any credit risk, all or any portion of the Collateral, at any broker's board or at public or private sale, without demand of performance but with 10 or notice of intention to sell or of time or place of sale (except ten (10) days' written notice to the Credit Parties of the time and place of any such public or private sale or sales (which notice the Credit Parties hereby agree is reasonable) and with such other notices as may be required by Applicable Law and cannot be waived), and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders shall have any liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and to the extent permitted by law the Administrative Agent, the Canadian Agent, the Issuing Bank, the Lenders or any other Person may be the purchaser of all or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released. At any sale or sales made pursuant to this Article 8, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders may bid for or purchase, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of any Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released, any part of or all of the Collateral offered for sale, and may make any payment on account thereof by using any claim for moneys then due and payable to the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders by any Credit Party hereunder as a credit against the purchase price. The Administrative Agent Agent, the Issuing Bank and the Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and none of neither the Administrative Agent, the Canadian Agent, the Issuing Bank nor any of the Lenders Lender shall be chargeable with any of the obligations or liabilities of any Credit Party. Each Credit Party hereby agrees (i) that it will indemnify and hold the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking of actual possession or control of the relevant Collateral by the Administrative Agent Agent, the Issuing Bank and the Lenders pursuant to this Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Administrative Agent, the Canadian Agent, the Issuing Bank or Lenders) prior to such taking of actual possession or control by the Administrative Agent Agent, the Issuing Bank and the Lenders (whether asserted before or after such taking of possession or control), or arising out of any act on the part of any Credit Party Party, or its Affiliates or agents before or after the commencement of such actual possession or control by the Administrative Agent; , the Issuing Bank and (ii) none the Lenders but excluding therefrom all claims with respect to the Collateral resulting from the gross negligence or willful misconduct of any of the Administrative Agent, the Canadian Issuing Bank or any Lender; and (ii) neither the Administrative Agent, the Issuing Bank nor any of the Lenders Lender shall have any liability or obligation to any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence. Subject only to the lawful rights of third parties, any laboratory Laboratory which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (for the benefit of itself, the Canadian Agent, the Issuing Bank and the Lenders), Lenders and, upon the occurrence of an Event of Default, each such pledgeholder is hereby authorized (to the fullest extent permitted by Applicable Law) to sell all or any portion of the Collateral upon the order and direction of the Administrative Agent Agent, and each Credit Party hereby waives waives, to the maximum extent permitted by Applicable Law, any and all claims, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Administrative Agent Agent, the Issuing Bank and the Lenders shall be entitled if permitted by Applicable Law to the appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such powers as the court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence of an Event of Default, and during the continuation of such Event of Default, the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Credit Parties, any cash or cash items constituting Collateral in the possession of the Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations.