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, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the 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 Collateral Agent may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor of the time and place of any such sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b), the 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 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 Collateral Agent or such other Secured Party, as applicable, by the Grantor hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party shall in any such sale make representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantor. The Grantor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties harmless from and against any and all claims with respect to the Collateral asserted before the taking control of the relevant Collateral by the Collateral Agent pursuant to this Section 5(b), or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part of the Grantor or their respective agents before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Agent shall be entitled 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, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations 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, in addition to the Administrative Agent may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except but with 10 days' written notice to the Grantor 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicablethe Canadian Agent, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral The Administrative 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 neither none of the Collateral Agent Administrative Agent, the Canadian Agent, the Issuing Bank nor any other Secured Party of the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Canadian Agent, the Issuing Bank and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Canadian Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent; and (ii) none of the Collateral Agent and Administrative Agent, the other Secured Parties Canadian Agent, the Issuing Bank nor any of the Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral 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 continuation of an Event of Default, and during the Collateral Agent 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 Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Canadian Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' written notice to the Grantor Pledgor thereof of the time and place of any such sale or sales sale, which each Pledgor hereby agrees to be commercially reasonable, and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the Grantorany Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the 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 redemptionredemption of any Pledgor, of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder any Pledgor as a credit against the purchase price. Neither 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 nor may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any other 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 Party Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the Grantorpower of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion 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. The Grantor 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 New York or its equivalent in other jurisdictions. (b) Each Pledgor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Parties, and their respective officers, directors, employees, agents, and representatives harmless (except for their 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 Collateral Agent pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part or omission of the Grantor such Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, hereunder the Collateral Agent shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 an such Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Pledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 Lender may enter upon the premises of the Borrower or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Agent Lender may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Lender 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 Collateral Agent Lender may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except but within 10 days' written notice to the Grantor Borrower of the time and place of any such public sale or sales (which notice the Borrower hereby agrees is reasonable) and with such other notices as may be required by Applicable Law applicable law and cannot be waived), and the Lender shall have no liability should the proceeds resulting from a private sale be less than the proceeds realizable from a public sale, and the 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 the GrantorBorrower, any such demand, notice, claim, right or equity being hereby expressly waived and released to by the fullest extent permitted by Applicable LawBorrower. At any sale or sales made pursuant to this Section 5(b)8, the Collateral Agent or any other Secured Party 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 without demand therefore or notice to the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Lender by the Grantor Borrower hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party The Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party Lender shall not be chargeable with any of the obligations or liabilities of the GrantorBorrower. The Grantor Borrower hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent Lender pursuant to this Section 5(b)8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral AgentLender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor Borrower or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Lender, but excluding therefrom all claims with respect to the Collateral Agentresulting from the gross negligence or willful misconduct of the Lender; and (ii) the Collateral Agent and the other Secured Parties Lender shall not have no liability or obligation to the Grantor Borrower arising out of any such claim except for acts of willful misconduct or gross negligence or willful misconduct of the Lender. Subject only to the lawful rights of third parties, any Person that has possession of any of the Collateral is hereby constituted and appointed by the Borrower as pledgeholder for the Lender 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 Lender, and 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent Lender shall be entitled 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 Collateral Agent continuation of such Event of Default, the Lender shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawBorrower, any cash or cash items constituting Collateral in the possession of the Collateral Agent Lender to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementSecured 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 Collateral Agent or the other Secured Parties Party may have under Applicable Law, the Collateral Agent and the other Secured Parties Party shall have all the rights and remedies available to it under the UCC, whether or not the UCC applies to the Collateral. The Collateral Agent Secured Party may take such measures as it may deem necessary or proper for the care or protection of the Collateral AgentSecured Party's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent Secured Party 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 Collateral Agent Secured Party may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor of the time and place of any such sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b), the 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 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other The Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the Grantor. The Grantor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Party harmless from and against any and all claims with respect to the Collateral asserted before the taking control of the relevant Collateral by the Collateral Agent Secured Party pursuant to this Section 5(b), or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral AgentSecured Party, or arising out of any act on the part of the Grantor or their respective agents before or after the commencement of such actual possession or control by the Collateral AgentSecured Party; and (ii) the Collateral Agent and the other Secured Parties Party shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Agent Secured Party shall be entitled 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, the Collateral Agent Secured Party shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Agent Secured Party to payment of the Obligations 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, in addition to the Administrative Agent, the Issuing Bank and the Lenders may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, and the Administrative Agent, the Collateral Agent Issuing Bank and 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. The Collateral Agent Lenders may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except but with 10 days' ’ prior written notice to the Grantor 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 Issuing Bank 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 itself, 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative Agent, on 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, on behalf of itself, the Collateral Agent nor any other Secured Party 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 neither none of the Collateral Agent nor any other Secured Party Administrative Agent, the Issuing Bank and the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective 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 Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, on behalf of itself, the Issuing Bank and the 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, 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral 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 continuation of an Event of Default, the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Administrative Agent and the other Secured Parties shall have all Lenders may enter upon the rights premises of any Credit Party or wherever the Collateral may be, and remedies available to it under take possession of the UCCCollateral (subject, whether or not the UCC applies in each case, to the Collateral. The Collateral 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 may they reasonably deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative Agent and the Lenders 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 Collateral Administrative Agent and the Lenders may reasonably deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale but with at least ten (except 10 10) days' ’ prior written notice to the Grantor 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 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative Agent or any other (on behalf of the Secured Party 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 the Grantor 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent (on behalf of the Collateral Agent nor any other Secured Party Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither none of the Collateral Administrative Agent nor any other Secured Party and the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees that (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective 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 Agentresulting 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 Collateral Administrative Agent and the other Secured Parties or any Lender shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence of such Person, as finally determined by a court of competent jurisdiction. 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 (on behalf of the 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, 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent to payment of and the Obligations then due and payable. Any such application by Lenders in the Collateral Agent shall be made in accordance with manner set forth Section 5 (b) of this Agreement8.7.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition subject to any rights and remedies the Collateral Agent or provisions of the other Secured Parties may have under Applicable LawIntercreditor Agreement, the Collateral Administrative Agent and the other Secured Parties shall have all the rights and remedies available to it under the UCCLenders may, whether or not the UCC applies 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. 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 may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative Agent and the Lenders 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 Collateral Administrative Agent and the Lenders may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except but with 10 days' ’ prior written notice to the Grantor 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 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative Agent, 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 the Grantor 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 Collateral Administrative Agent or such other Secured Party, as applicable, and Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, on behalf of itself and the Collateral Agent nor any other Secured Party Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither none of the Collateral Administrative Agent nor any other Secured Party and the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective 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 Agentresulting 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 Collateral Administrative Agent and the other Secured Parties Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, on behalf of itself, and the 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, 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral 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 continuation of an Event of Default, the Collateral Administrative Agent and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 Collateral Agent or the other Secured Parties may have under fullest extent permitted by Applicable Law, the Administrative Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral Agent may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale with ten (except 10 10) days' written notice to the Grantor 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 neither the Agents, the Issuing Bank, the Lenders nor any 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 Agents, the Issuing Bank, the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any Agents, the Issuing Bank, the Lenders and the other Secured Party 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 the Grantor 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 Collateral Agent or such Agents, the Issuing Bank, the Lenders and the other Secured Party, as applicable, Parties by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Agents, the Collateral Agent nor any Issuing Bank, the Lenders and the other Secured Party Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent Agents, the Issuing Bank, the Lenders nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Agents, the Issuing Bank, the Lenders and the any other Secured Parties 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 Collateral Agent Administrative Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Collateral Agent or Agents, the Issuing Bank, the Lenders and any other Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) neither the Collateral Agent and Agents, the Issuing Bank, the Lenders, nor any other Secured Parties Party shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral 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, 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 Collateral Agent continuation of such Event of Default, any Agent, the Issuing Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Lender may enter upon the premises of the Borrower or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawreasonably demand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Agent Lender may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, including (without limitation) the right to sell remove all or any portion of the Collateral, and with or without taking such possession may sell, or cause to be sold, whenever the Collateral Agent Lender 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 Collateral Agent Lender may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor 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 (it being acknowledged by the Borrower that such notice constitutes "reasonable notification") and such other notices as may be required by Applicable Law and cannot be waived), and any 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 of the GrantorBorrower, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party 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 of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Lender by the Grantor Borrower hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party The Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party Lender shall not be chargeable with any of the obligations or liabilities of any of the GrantorBorrower. The Grantor Borrower hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent Lender pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other Secured PartyLender) prior to such taking of actual possession or control by the Collateral AgentLender, or arising out of any act on the part of any of the Grantor Borrower or any of their respective agents before or after the commencement of such actual possession or control by the Collateral AgentLender; and (ii) the Collateral Agent and the other Secured Parties Lender shall not have no any liability or obligation to the Grantor Borrower arising out of any such claim except for acts of willful misconduct or gross negligence or acts not taken in good faith. In any action hereunder, the Collateral Agent Lender shall be entitled to the appointment of a receiver, 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 and during the continuation of an Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this Agreement.the

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 Collateral Agent or the other Secured Parties Party may have under Applicable Law, the Collateral Agent and the other Secured Parties Party shall have all the rights and remedies available to it under the UCC, whether or not the UCC applies to the Collateral. The Collateral Agent Secured Party may take such measures as it may deem necessary or proper for the care or protection of the Collateral AgentSecured Party's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent Secured Party 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 Collateral Agent Secured Party may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor of the time and place of any such sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b), the 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other The Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the Grantor. The Grantor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Party harmless from and against any and all claims with respect to the Collateral asserted before the taking control of the relevant Collateral by the Collateral Agent Secured Party pursuant to this Section 5(b4(b), or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral AgentSecured Party, or arising out of any act on the part of the Grantor or their respective agents before or after the commencement of such actual possession or control by the Collateral AgentSecured Party; and (ii) the Collateral Agent and the other Secured Parties Party shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Agent Secured Party shall be entitled 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, the Collateral Agent Secured Party shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Agent Secured Party to payment of the Obligations 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. (a) Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Notes Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' ’ written notice to the Grantor Pledgor thereof of the time and place of any such 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 meaning of Section 9-611(b) of the UCC), and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the Grantorany Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the Collateral Agent or any other Secured Party 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 redemptionredemption of any Pledgor, of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Noteholder by the Grantor hereunder any 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 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 other Secured Party Noteholder shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the Grantorpower of sale herein conferred upon it, the Notes Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion 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. The Grantor Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions. (b) Each Pledgor hereby agrees (i) that it will indemnify and hold the Notes Collateral Agent and the other Secured Parties Noteholders, and their respective officers, directors, employees, agents, and representatives harmless (each, an “Indemnitee”) 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 Notes Collateral Agent pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Notes Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Notes Collateral Agent, or arising out of any act on the part or omission of the Grantor such Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Notes Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties , provided that such indemnity shall have no liability or obligation not, as to any Indemnitee, be available to the Grantor arising out extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of any such claim except for acts of willful misconduct or competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or from a breach by such Indemnitee in bad faith of its obligations under this Agreement, (y) arise from a dispute solely among Indemnitees (and not taken as a result of any act or omission by the Pledgors or their Subsidiaries) other than claims against the Notes Collateral Agent in good faithits capacity or in fulfilling its role as such or any similar role under or in connection this Agreement. To the extent not prohibited by applicable law, any Person seeking to be indemnified under this Section 2.06(b) shall, upon obtaining knowledge thereof, use commercially reasonable efforts to give prompt written notice to the applicable Pledgor of the commencement of any action or proceeding giving rise to such indemnification claim, provided that the failure to give such notice shall not relieve any Pledgor of any indemnification obligations hereunder. (c) In any action hereunder, hereunder the Notes Collateral Agent shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 and during the continuation of an Event of Default, and during the continuation of such Event of Default, the Notes Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Pledgor, any cash or cash items constituting Collateral in the possession of the Notes Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' written notice to the Grantor Pledgor thereof of the time and place of any such 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 meaning of Section 9-611(b) of the UCC), and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the Grantorany Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the 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 redemptionredemption of any Pledgor, of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder any 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 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 any other the Secured Party Parties shall in any such sale make any representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the Grantorpower of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion 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. The Grantor Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions. (b) Each Pledgor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Parties, and their respective officers, directors, employees, agents, and representatives harmless (except for their own willful 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 Collateral Agent pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part or omission of the Grantor such Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, hereunder the Collateral Agent shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 an such Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Pledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Agent may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 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 Collateral Agent may deem best, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except 10 7 days' ’ written notice to the Grantor Borrower of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the 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 the Grantor 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 Collateral Agent or such other Secured PartyAgent, as applicable, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral The 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 neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Agent, the Issuing Bank and the other Secured Parties 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 Collateral Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (party other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part of the Grantor any Credit Party, or their respective its agents before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) none of the Collateral Agent and Agent, the other Secured Parties Lenders or the Issuing Bank shall have no any liability or obligation to the Grantor 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 negligence 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 each Credit Party as pledgeholder for the Agent and, upon the occurrence and during the continuance of an Event of Default, each such pledgeholder is hereby authorized to sell all or any portion of the Collateral upon the order and direction of the 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 Collateral Agent shall be entitled 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 continuance of an Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Credit Party, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Agent (on behalf of itself and the Lenders) may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and the other Secured Parties shall have all Agent (on behalf of itself and the rights and remedies available to it under the UCC, whether or not the UCC applies to the Collateral. The Collateral Agent Lenders) may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent (on behalf of itself and the Lenders) 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 Collateral Agent (on behalf of itself and the Lenders) may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except 10 15 days' written notice to the Grantor Credit Parties of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and neither the Agent nor 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 Agent, 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article IX, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Agent and the Collateral Agent nor any other Secured Party Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent (on behalf of itself and the Lenders) pursuant to this Section 5(b)Article IX, or arising out of any act of, or omission to act on the part of, any Person party (other than the Collateral Agent or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAgent (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 the Grantor any Credit Party, or their respective its agents before or after the commencement of such actual possession or control by the Collateral AgentAgent (on behalf of itself and the Lenders); and (ii) neither the Collateral Agent and the other Secured Parties nor any Lender shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence negligence. Subject only to the lawful rights of third parties, any Person which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Agent 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 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent (on behalf of itself and the Lenders) 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 Collateral continuation of such Event of Default, the Agent (on behalf of itself and the Lenders) shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent (on behalf of itself and the Lenders) to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except but with 10 days' ’ written notice to the Grantor 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 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Parties by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral The Administrative 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 neither none of the Collateral Agent Administrative Agent, the Issuing Bank nor any other Secured Party of the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent and the 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent; and (ii) none of the Collateral Agent and Administrative Agent, the other Secured Parties Issuing Bank nor any of the Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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 the Secured 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral 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 continuation of an Event of Default, and during the Collateral Agent continuation of such Event of Default, the Secured Parties shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Secured Parties to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this Agreementapplicable Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition subject to any rights and remedies the Collateral Agent or Intercreditor Agreement, the other Secured Parties may have under Lender may, to the extent permitted by Applicable Law, enter upon the premises of any Collateral Party or wherever the Collateral Agent may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof; and 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. The Collateral Agent Lender may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Lender 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 Collateral Agent Lender may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale but with ten (except 10 10) days' ’ prior written notice to the Grantor 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 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8 or pursuant to the terms of the Fundamental Documents, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Lender by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party The Lender, shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party Lender shall not be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent Lender pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Lender or any other Secured Partyits agents) prior to such taking of actual possession or control by the Collateral AgentLender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Lender, but excluding therefrom all claims with respect to the Collateral Agentresulting 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) the Collateral Agent and the other Secured Parties Lender shall not have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct misconduct, bad faith or gross negligence or not taken in good faithnegligence. In any action hereunder, the Collateral Agent Lender 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 Collateral Agent continuation of such Event of Default, the Lender shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Lender to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 may enter upon the premises of the Transaction Parties or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor Transaction Parties of the time and place of any such sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the GrantorTransaction Parties, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative 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 the Grantor 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders (subject to the provisions of Article 10 hereof) by the Grantor Transaction Parties hereunder as a credit against the purchase price. Neither the Collateral The Administrative 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 neither the Collateral Administrative Agent nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the GrantorTransaction Parties. The Grantor Each of the Transaction Parties hereby agrees (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral Administrative Agent, or arising out of any act on the part of any of the Grantor Transaction Parties, their Affiliates, or their respective agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent; , and (ii) neither the Collateral Administrative Agent and the other Secured Parties nor any Lender shall have no any liability or obligation to the Grantor Transaction Parties arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 Collateral continuation of such Event of Default, the Administrative Agent shall be entitled to apply, without prior notice to the Grantor, Transaction Parties except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during acceleration of the continuance Loans in accordance with Article 7 hereof, the Lender may enter upon the premises of an Event of Default, in addition to any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Agent Lender may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Lender 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 Collateral Agent Lender may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 the Lender shall provide 15 days' written notice to the Grantor Credit Parties of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made 73 80 pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Lender by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party The Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party Lender shall not be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent Lender pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Collateral Agent or any other Secured PartyLender) prior to such taking of actual possession or control by the Collateral AgentLender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party, or their respective its agents before or after the commencement of such actual possession or control by the Collateral AgentLender except for claims arising out of Lender's gross negligence or willful misconduct; and (ii) the Collateral Agent and the other Secured Parties Lender shall not have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence or 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 Credit Parties as pledgeholder for the Lender and, upon the acceleration of the 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 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 Collateral Agent Lender 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 Collateral Agent continuation of such Event of Default, the Lender shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Lender to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 Default, in addition to the Administrative Agent (on behalf of the Secured Parties) may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale but with ten (except 10 10) days' ’ prior written notice to the Grantor 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 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 (on behalf of the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative Agent or any other (on behalf of the Secured Party 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 the Grantor 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent (on behalf of the Collateral Agent nor any other Secured Party Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither none of the Collateral Administrative Agent nor any other Secured Party or the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees that (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective 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 Agentresulting 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 Collateral Administrative Agent and the other Secured Parties or any Lender shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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 which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (on behalf of the 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 good faithaccordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Collateral Administrative Agent shall be entitled entitled, if permitted by Applicable Law and the Subordination Agreement, 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 a court shall confer upon the receiver. Notwithstanding the foregoingforegoing and subject to the Subordination Agreement, upon the occurrence and during the continuation continuance of an Event of Default, the Collateral Administrative Agent and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent to payment of and the Obligations then due and payable. Any such application by Lenders in the Collateral Agent shall be made manner set forth in accordance with Section 5 (b) of this Agreement8.7.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of DefaultDefault but subject to the requirements of Applicable Law (including the commercially reasonable standards as provided in Section 9-610(b) of Article 9 of the UCC), in addition to the Administrative Agent may enter upon the premises of any rights and remedies Borrower or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestin good xxxxx xxxx reasonable, 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 any demand of performance or notice of intention to sell or of the time or place of sale but with ten (except 10 10) days' ’ prior written notice to the Grantor Borrowers of the time and place of any such public sale or sales (which notice the Borrowers 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 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 (if sold at prices deemed in good faith by the Administrative Agent to be reasonable), and the Administrative Agent (on behalf of the 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 the Grantorany Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative Agent or any other (on behalf of the Secured Party 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 the Grantor any 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders by the Grantor any Borrower hereunder as a credit against the purchase price. Neither The Administrative Agent (on behalf of the Collateral Agent nor any other Secured Party Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither none of the Collateral Administrative Agent nor any other Secured Party and the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Borrower. The Grantor hereby Each Borrower agrees that (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties Lenders harmless from and against any and all claims with respect to the such Borrower’s Collateral asserted before the taking of actual possession or control of the relevant such Borrower’s Collateral by the Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor such Borrower or their respective its Affiliates or agents with respect to its Collateral before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to such Borrower’s Collateral Agentresulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as determined by a court of competent jurisdiction in a final non-appealable decision, or (y) any claims with respect to such Borrower’s Collateral asserted against an indemnified party by a Borrower in which such Borrower is the prevailing party (i.e., the party in whose favor a monetary award is issued); and (ii) none of the Collateral Administrative Agent and the other Secured Parties or any Lender shall have no any liability or obligation to the Grantor such Borrower arising out of any such claim except for acts of willful misconduct or gross negligence or not taken of such Person, as determined by a court of competent jurisdiction in good faitha final non-appealable decision. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawBorrowers, any cash or cash items constituting Collateral in the possession of the Administrative Agent and the Lenders in the manner set forth in Section 8.7 hereof. Notwithstanding the foregoing, the Secured Parties agree that the sale of any Collateral Agent to payment of hereunder shall not include the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementPut Option or Put Guarantee.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in In addition to any other rights and remedies granted to the Administrative Agent and the Lenders in the Loan Documents, if any Event of Default 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 Agent 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 other Secured Parties may have under Applicable LawLenders, the Collateral Agent and the other Secured Parties shall have all the rights and remedies available or any part thereof (or contract to it under the UCC, whether or not the UCC applies to the Collateral. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection do any of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent shall decide, or at the direction of Secured Parties holding at least one-third in principal amount of the Notes outstandingforegoing), in one or more sales parcels at public or parcelsprivate 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 the Collateral Agent it may deem best, and for cash or on credit or for future delivery, all 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 or notice of intention to sell or of the time or place of sale but with ten (except 10 10) days' ’ prior written notice to the Grantor 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 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 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 expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including attorneys’ fees and disbursements, to the payment in whole or in part of the obligations of the Borrower under the Loan Documents, in such order as the Administrative Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law, including Section 9-615(a)(3) of the Uniform Commercial Code, need the Administrative Agent account for the surplus, if any, to the Borrower. None of the Administrative 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 sale of such Collateral, and the Administrative Agent (on behalf of 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 Lawapplicable law) from any claim or right of whatever kind, including any equity of redemption, of the GrantorBorrower, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b), the Collateral The Administrative 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, on behalf of 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 Collateral Agent or such other Secured Party, as applicable, by the Grantor hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party Lenders) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither none of the Collateral Administrative Agent nor or any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the GrantorBorrower. The Grantor Borrower hereby agrees that (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)VIII, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor Borrower or their respective 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 Agentresulting 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 Collateral Administrative Agent and the other Secured Parties or any Lender shall have no any liability or obligation to the Grantor Borrower arising out of any such claim except for acts of willful misconduct or gross negligence 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 taken in good faithappeal within the time required. To the extent permitted by applicable law, the Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, the Collateral Administrative Agent and the Lenders shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawBorrower, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent to payment of and the Obligations then due and payableLenders in any manner at their sole discretion. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this Agreement*** 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, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent Party may take such measures as it may deem necessary or proper for the care or protection of the Collateral AgentSecured Party's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent Secured Party 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 Collateral Agent Secured Party may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor Debtor of the time and place of any such sale or sales and such other notices as may be required by Applicable Law applicable law and cannot be waived), and any 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 the GrantorDebtor, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawapplicable law. At any sale or sales made pursuant to this Section 5(b)6, the Collateral Agent or any other 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor Debtor hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other The Secured Party shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the GrantorDebtor. The Grantor Debtor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Party harmless from and against any and all claims with respect to the Collateral asserted before the taking control of the relevant Collateral by the Collateral Agent Secured Party pursuant to this Section 5(b)6, or arising out of any act of, or omission to act on the part of, any Person person (other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral AgentSecured Party, or arising out of any act on the part of the Grantor Debtor or their respective its agents before or after the commencement of such actual possession or control by the Collateral AgentSecured Party; and (ii) the Collateral Agent and the other Secured Parties Party shall have no liability or obligation to the Grantor Debtor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Agent Secured Party shall be entitled 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 Collateral Agent continuation of such Event of Default, the Secured Party shall be entitled to apply, without prior notice to the Grantor, Debtor except as may be required by Applicable Lawapplicable law, any cash or cash items constituting Collateral in the possession of the Collateral Agent Secured Party to payment of the Obligations 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. (a) Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' ’ written notice to the Grantor Pledgor thereof of the time and place of any such 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 meaning of Section 9-611(b) of the UCC), and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the Grantorany Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the 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 redemptionredemption of any Pledgor, of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder any Pledgor as a credit against the purchase price. Neither 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 nor may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any other Secured Party 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 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 neither (b) the Collateral Agent nor any other Secured Party shall be chargeable with any free to carry out such sale pursuant to such agreement and (c) no Pledgor shall be entitled to the return of the obligations Collateral or liabilities 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 GrantorObligations paid in full. The Grantor Neither the (b) Each Pledgor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Parties, and their respective officers, directors, employees, agents, and representatives harmless (except for their own willful 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 Collateral Agent pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part or omission of the Grantor such Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, hereunder the Collateral Agent shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 an such Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Pledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition the Administrative Agent, the Issuing Bank and the Lenders may, upon reasonable notice to the applicable Credit Party, enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, and the Administrative Agent, the Collateral Agent Issuing Bank and 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. The Collateral Agent Lenders may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except but with 10 days' ’ prior written notice to the Grantor 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 Issuing Bank 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 itself, 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative Agent, on 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, on behalf of itself, the Collateral Agent nor any other Secured Party 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 neither none of the Collateral Agent nor any other Secured Party Administrative Agent, the Issuing Bank and the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective 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 Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, on behalf of itself, the Issuing Bank and the 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, 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral 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 continuation of an Event of Default, the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent may lawfully enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except with 10 days' written notice to the Grantor 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 neither the Administrative Agent, the Issuing Bank, the Lenders nor any 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, 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to released. To the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b), such purchaser is the Collateral Administrative Agent or any other Secured Party may bid for or purchasea Lender, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of 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 Person may make any payment on account thereof by using any claim for moneys then due and payable to the Collateral Administrative Agent or such other Secured Party, as applicable, the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral Administrative Agent nor any other Secured Party Lender shall in any such sale make or be deemed to have made any representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Administrative Agent nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank, the Lenders and the any other Secured Parties 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 Collateral Agent Administrative Agent, the Lenders or any other Secured Party pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other a Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) the Collateral Agent and the other no Secured Parties Party shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral Agent Administrative Agent, the Syndication Agent, the Issuing Bank and the Lenders or any other Secured Party shall be entitled 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 Collateral Agent continuation of such Event of Default, either Agent, the Issuing Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due Obligations. All costs and payable. Any such application 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 Collateral Agent Borrower on demand and shall be made in accordance with Section 5 (b) of this Agreementadded to 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 may enter upon the premises of the Transaction Parties or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor Transaction Parties of the time and place of any such sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the GrantorTransaction Parties, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative 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 the Grantor 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders (subject to the provisions of Article 10 hereof) by the Grantor Transaction Parties hereunder as a credit against the purchase price. Neither the Collateral The Administrative 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 neither the Collateral Administrative Agent nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the GrantorTransaction Parties. The Grantor Each of the Transaction Parties hereby agrees (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral Administrative Agent, or arising out of any act on the part of any of the Grantor Transaction Parties, their Affiliates, or their respective agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent; and (ii) neither the Collateral Administrative Agent and the other Secured Parties nor any Lender shall have no any liability or obligation to the Grantor Transaction Parties arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 Collateral continuation of such Event of Default, the Administrative Agent shall be entitled to apply, without prior notice to the Grantor, Transaction Parties except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Administrative Agent's and the other Secured Parties' rights and remedies hereunder, including including, without limitation, the right to sell or cause to be sold, whenever the Collateral Administrative 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 Collateral Administrative Agent may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor applicable Debtor of the time and place of any such sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the Grantorany Debtor, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b)6, the Collateral Administrative 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 the Grantor any 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders (subject to the provisions of Article 10 of the Credit Agreement) by the Grantor hereunder Borrower under the Credit Agreement as a credit against the purchase price. Neither the Collateral The Administrative 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 neither the Collateral Administrative Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of any of the GrantorDebtors. The Grantor Each of the Debtors hereby agrees agrees, on a joint and several basis, (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties Lenders harmless from and against any and all claims with respect to the Collateral asserted before the taking control of the relevant Collateral by the Collateral Administrative Agent pursuant to this Section 5(b)6, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral Administrative Agent, or arising out of any act on the part of the Grantor Debtors, their Affiliates or their respective agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent; and (ii) neither the Collateral Administrative Agent and the other Secured Parties nor any Lender shall have no any liability or obligation to any of the Grantor Debtors arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 Collateral continuation of such Event of Default, the Administrative Agent shall be entitled to apply, without prior notice to the Grantor, Debtors except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent, the Issuing Bank and the Lenders may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, and the Administrative Agent, the Collateral Agent Issuing Bank and 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. The Collateral Agent Lenders may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' ’ written notice to the Grantor 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 such other notices as may be required by Applicable Law and cannot be waived), and neither the Administrative Agent, the Issuing Bank nor 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, the Collateral Agent nor any other Secured Party 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 neither the Collateral Agent Administrative Agent, the Issuing Bank nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral Administrative 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 the Grantor any Credit Party, or their respective 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 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 Issuing Bank or any Lender; and (ii) neither the Collateral Agent and Administrative Agent, the other Secured Parties Issuing Bank nor any Lender shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, 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, 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent continuation of such Event of Default, the Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except but with 10 days' ’ written notice to the Grantor 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 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral The Administrative 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 neither none of the Collateral Agent Administrative Agent, the Issuing Bank nor any other Secured Party of the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent; and (ii) none of the Collateral Agent and Administrative Agent, the other Secured Parties Issuing Bank nor any of the Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral 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 continuation of an Event of Default, and during the Collateral Agent continuation of such Event of Default, the Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' ’ written notice to the Grantor Pledgor thereof of the time and place of any such 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 meaning of Section 9-611(b) of the UCC), and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the Grantorany Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the 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 redemptionredemption of any Pledgor, of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder any 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 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 any other the Secured Party Parties shall in any such sale make any representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the Grantorpower of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion 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. The Grantor Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions. (b) Each Pledgor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Parties, and their respective officers, directors, employees, agents, and representatives harmless (each, an “Indemnitee”) 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 Collateral Agent pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part or omission of the Grantor such Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent; , provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnitee or from a breach by such Indemnitee in bad faith of its obligations under this Agreement, (iiy) arise from a dispute solely among Indemnitees (and not as a result of any act or omission by the Pledgors or their Subsidiaries) other than claims against the Collateral Agent and in its capacity or in fulfilling its role as such or any similar role under or in connection this Agreement. To the other Secured Parties shall have no liability or obligation extent not prohibited by applicable law, any Person seeking to be indemnified under this Section 2.06(b) shall, upon obtaining knowledge thereof, use commercially reasonable efforts to give prompt written notice to the Grantor arising out applicable Pledgor of the commencement of any action or proceeding giving rise to such claim except for acts indemnification claim, provided that the failure to give such notice shall not relieve any Pledgor of willful misconduct or gross negligence or not taken in good faith. any indemnification obligations hereunder (c) In any action hereunder, hereunder the Collateral Agent shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 an such Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Pledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent may lawfully enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except with 10 days' written notice to the Grantor 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 neither the Administrative Agent, the Issuing Bank, the Lenders nor any 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative Agent or any other Secured Party 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 the Grantor 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 Collateral Agent Agents or such other Secured Party, as applicable, the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent and/or the Collateral Agent nor any other Secured Party Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Administrative Agent nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Agents, the Issuing Bank, the Lenders and the any other Secured Parties 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 Collateral Agent Administrative Agent, the Lenders or any other Secured Party pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other a Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) the Collateral Agent and the other no Secured Parties Party shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral Agent Administrative Agent, the Documentation Agent, the Issuing Bank and the Lenders or any other Secured Party shall be entitled 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 Collateral Agent continuation of such Event of Default, either Agent, the Issuing Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties Party may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' written notice to the Grantor Pledgor of the time and place of any such sale or sales sale, which the Pledgor hereby agrees to be commercially reasonable, and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the GrantorPledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the 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, redemption of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder Pledgor as a credit against the purchase price. Neither 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 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 Agent nor 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 other 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 neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the GrantorPledgor. 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 portion 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. 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 Grantor Pledgor hereby agrees (i) that it will indemnify and hold the Collateral Agent Secured Party, and the other Secured Parties its officers, directors, employees, agents and 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 Collateral Agent Secured Party pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Collateral Agent or any other Secured Party) Party prior to such taking of actual possession or control by the Collateral AgentSecured Party, or arising out of any act on the part or omission of the Grantor Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faithParty. In any action hereunder, hereunder the Collateral Agent Secured Party shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 and during the continuation of an Event of Default, and during the Collateral Agent continuation of such Event of Default, the Secured Party shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawPledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent Secured Party to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 may enter upon the premises of the Borrower or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor Borrower of the time and place of any such sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and any 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 the GrantorBorrower, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative 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 the Grantor 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders (subject to the provisions of Article 10 hereof) by the Grantor Borrower hereunder as a credit against the purchase price. Neither the Collateral The Administrative 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 neither the Collateral Administrative Agent nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the GrantorBorrower. The Grantor Borrower hereby agrees (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral Administrative Agent, or arising out of any act on the part of any of the Grantor Borrower, its Affiliates, or their respective agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent; and (ii) neither the Collateral Administrative Agent and the other Secured Parties nor any Lender shall have no any liability or obligation to the Grantor Borrower arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 Collateral continuation of such Event of Default, the Administrative Agent shall be entitled to apply, without prior notice to the Grantor, Borrower except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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, in addition to any rights and remedies the Collateral Agent may lawfully enter upon the premises of any Credit Party or the other Secured Parties may have under Applicable Law, wherever the Collateral Agent may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and 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. The Collateral Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 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 Collateral Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale with ten (except 10 10) days' written notice to the Grantor 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 neither of the Agents, the Issuing Bank, the Lenders nor any 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 Agents, the Issuing Bank, the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any Agents, the Issuing Bank, the Lenders and the other Secured Party 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 the Grantor 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 Collateral Agent or such Agents, the Issuing Bank, the Lenders and the other Secured Party, as applicable, Parties by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Agents, the Collateral Agent nor any Issuing Bank, the Lenders and the other Secured Party Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent Agents, the Issuing Bank, the Lenders nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Agents, the Issuing Bank, the Lenders and the any other Secured Parties 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 Collateral Agent Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Collateral Agent or Agents, the Issuing Bank, the Lenders and any other Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) neither the Collateral Agent and Agents, the Issuing Bank, the Lenders, nor any other Secured Parties Party shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral 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, 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 Collateral Agent continuation of such Event of Default, any Agent, the Issuing Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to Lender may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties may have under Collateral to the fullest extent permitted by Applicable Law, the Collateral Agent and the other Secured Parties shall have all the rights may demand and remedies available to it under the UCCreceive such possession from any Person who has possession thereof, whether or not the UCC applies to the Collateral. The Collateral Agent and Lender may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Lender 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 Collateral Agent Lender may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' written notice to the Grantor Borrower Representative of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)ARTICLE 11, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Lender by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party shall in In any such sale Lender shall not be required to make any representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (ia) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent Lender pursuant to this Section 5(b)ARTICLE 11, or arising out of any act of, or omission to act on the part of, any Person party (other than the Collateral Agent or any other Secured PartyLender) prior to such taking of actual possession or control by the Collateral AgentLender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party, or their respective its agents before or after the commencement of such actual possession or control by the Collateral AgentLender; and (iib) the Collateral Agent and the other Secured Parties Lender shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except in each case for acts of willful misconduct or gross negligence 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 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 Lender, and each Credit Party hereby waives any and all clams, for damages or otherwise, for any action taken by such pledgeholder in accordance with the terms of the Code and not taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent Lender 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, the Collateral Agent Lender shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Lender to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of DefaultDefault but subject to the requirements of Applicable Law (including the commercially reasonable standards as provided in Section 9-610(b) of Article 9 of the UCC), in addition to the Administrative Agent may enter upon the premises of any rights and remedies Borrower or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestin good xxxxx xxxx reasonable, 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 any demand of performance or notice of intention to sell or of the time or place of sale but with ten (except 10 10) days' ’ prior written notice to the Grantor Borrowers of the time and place of any such public sale or sales (which notice the Borrowers 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 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 (if sold at prices deemed in good faith by the Administrative Agent to be reasonable), and the Administrative Agent (on behalf of the 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 the Grantorany Borrower, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative Agent or any other (on behalf of the Secured Party 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 the Grantor any 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders by the Grantor any Borrower hereunder as a credit against the purchase price. Neither The Administrative Agent (on behalf of the Collateral Agent nor any other Secured Party Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither none of the Collateral Administrative Agent nor any other Secured Party and the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Borrower. The Grantor hereby Each Borrower agrees that (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties Lenders harmless from and against any and all claims with respect to the such Xxxxxxxx’s Collateral asserted before the taking of actual possession or control of the relevant such Xxxxxxxx’s Collateral by the Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Administrative Agent or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor such Borrower or their respective its Affiliates or agents with respect to its Collateral before or after the commencement of such actual possession or control by the Administrative Agent, but excluding therefrom all claims with respect to such Borrower’s Collateral Agentresulting from (x) the gross negligence or willful misconduct of any of the Administrative Agent or the Lenders, as determined by a court of competent jurisdiction in a final non-appealable decision, or (y) any claims with respect to such Xxxxxxxx’s Collateral asserted against an indemnified party by a Borrower in which such Borrower is the prevailing party (i.e., the party in whose favor a monetary award is issued); and (ii) none of the Collateral Administrative Agent and the other Secured Parties or any Lender shall have no any liability or obligation to the Grantor such Borrower arising out of any such claim except for acts of willful misconduct or gross negligence or not taken of such Person, as determined by a court of competent jurisdiction in good faitha final non-appealable decision. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation of an Event of Default, the Collateral Administrative Agent and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawBorrowers, any cash or cash items constituting Collateral in the possession of the Administrative Agent and the Lenders in the manner set forth in Section 8.7 hereof. Notwithstanding the foregoing, the Secured Parties agree that the sale of any Collateral Agent to payment of hereunder shall not include the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementPut Option or Put Guarantee.

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, in addition to the Administrative Agent (on behalf of the Secured Parties) may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale but with ten (except 10 10) days' ’ prior written notice to the Grantor 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 Issuing Bank 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 (on behalf of the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative Agent or any other (on behalf of the Secured Party 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent (on behalf of the Collateral Agent nor any other Secured Party Parties) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither none of the Collateral Agent nor any other Secured Party Administrative Agent, the Issuing Bank or the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees that (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured Partythe Lenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective 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 Agentresulting 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 Collateral Agent and Administrative Agent, the other Secured Parties Issuing Bank or any Lender shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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 which has possession of any of the Collateral is hereby constituted and appointed by the Credit Parties as pledgeholder for the Administrative Agent (on behalf of the 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, and each Credit Party hereby waives any and all claims, for damages or otherwise, for any action taken by such pledgeholder in good faithaccordance with the terms of the UCC not otherwise waived hereunder. In any action hereunder, the Collateral Administrative Agent shall be entitled 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 a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the continuation continuance of an Event of Default, the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of Administrative Agent, the Obligations then due Issuing Bank and payable. Any such application by the Collateral Agent shall be made Lenders in accordance with the manner set forth in Section 5 (b) of this Agreement8.7.

Possession, Sale of Collateral, etc. Upon the ----------------------------------- occurrence and during the continuance of an Event of Default, in addition to any rights the Administrative Agent (on behalf of itself and remedies the Lenders) may, or if directed by the Required Lenders shall, enter upon the premises of the Borrower or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and the other Secured Parties shall have all Administrative Agent (on behalf of itself and the rights and remedies available to it under the UCC, whether or not the UCC applies to the Collateral. The Collateral Agent Lenders) may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative Agent (on behalf of itself and the Lenders) 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 Collateral Administrative Agent (on behalf of itself and the Lenders) may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor Borrower of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and neither the Administrative Agent nor 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 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 the GrantorBorrower, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Administrative Agent or any other Secured Party 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 the Grantor 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 Collateral Administrative Agent or such other Secured Party, as applicable, and the Lenders by the Grantor Borrower hereunder as a credit against the purchase price. Neither The Administrative Agent and the Collateral Agent nor any other Secured Party Lenders shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Administrative Agent nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the GrantorBorrower. The Grantor Borrower hereby agrees (i) that it will indemnify and hold the Collateral Administrative Agent and the other Secured Parties 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 Collateral Administrative Agent (on behalf of itself and the Lenders) pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Collateral Administrative Agent or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative 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 the Grantor Borrower, or their respective its agents before or after the commencement of such actual possession or control by the Administrative Agent (on behalf of itself and 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 Fronting Bank or the Lenders; and (ii) neither the Collateral Administrative Agent and the other Secured Parties nor any Lender shall have no liability or obligation to the Grantor Borrower arising out of any such claim except for acts of willful misconduct or gross negligence 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 Borrower as pledgeholder for the Administrative Agent 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 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Administrative Agent (on behalf of itself and the Lenders) 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 Collateral continuation of such Event of Default, the Administrative Agent (on behalf of itself and the Lenders) shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawBorrower, any cash or cash items constituting Collateral in the possession of the Collateral Administrative Agent (on behalf of itself and the Lenders) to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) 7 of this the Sponsor Agreement.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Collateral Agent, upon direction of the Required Certificateholders, may enter upon the premises of the Debtor or wherever the Collateral may be, and take possession of the Collateral, and may demand and receive such possession from any rights Person who has possession thereof, and remedies the Collateral Agent or may upon direction of the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may Required Certificateholders take such measures as it may the Required Certificateholders deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Required Certificateholders shall decide, or at the direction of Secured Parties holding at least one-third in principal amount of the Notes outstandingdirect, in one or more sales or parcels, at such prices as the Collateral Agent Required Certificateholders may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor Debtor of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and neither the Collateral Agent nor any 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 Collateral Agent, the 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 the GrantorDebtor, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Agreement, the Collateral Agent or any other Secured Party and the 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, and the Certificateholders by the Grantor Debtor hereunder as a credit against the purchase price. Neither the 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 neither the Collateral Agent nor any other Secured Party Certificateholder shall be chargeable with any of the obligations or liabilities of the GrantorDebtor. The Grantor Debtor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, any Person party (other than the Collateral Agent or any other Secured PartyCertificateholders) prior to such taking of actual possession or control by the Collateral AgentAgent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor Debtor, or their respective its agents before or after the commencement of such actual possession or control by the 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) neither the Collateral Agent and the other Secured Parties nor any Certificateholder shall have no liability or obligation to the Grantor Debtor arising out of any such claim except for acts of willful misconduct or gross negligence 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 Debtor as pledgeholder for the Collateral Agent and the 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 Collateral Agent, upon the direction of the Required Certificateholders, and 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent Agent, upon the direction of the Required Certificateholders, 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 an such Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the GrantorDebtor, except as may be required by Applicable Lawupon the direction of the Required Certificateholders, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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, in addition to any rights and remedies the Collateral Agent may lawfully enter upon the premises of any Credit Party or the other Secured Parties may have under Applicable Law, wherever the Collateral Agent may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and 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. The Collateral Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 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 Collateral Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale with ten (except 10 10) days' written notice to the Grantor 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 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)3, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Parties by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the The Collateral Agent nor any and the other Secured Party Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent and the any other Secured Parties 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 Collateral Agent or any other Secured Party pursuant to this Section 5(b)3, or arising out of any act of, or omission to act on the part of, any such Person (other than the Collateral Agent or and any other Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) neither the Collateral Agent and the nor any other Secured Parties Party shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral Agent and any other 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 an such Event of Default, the Collateral Agent and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementSecured Obligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent, the Issuing Bank and the Lenders may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, and the Administrative Agent, the Collateral Agent Issuing Bank and 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. The Collateral Agent Lenders may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' written notice to the Grantor 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 such other notices as may be required by Applicable Law and cannot be waived), and neither the Administrative Agent, the Issuing Bank nor 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, the Collateral Agent nor any other Secured Party 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 neither the Collateral Agent Administrative Agent, the Issuing Bank nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral Administrative 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 the Grantor any Credit Party, or their respective 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 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 Issuing Bank or any Lender; and (ii) neither the Collateral Agent and Administrative Agent, the other Secured Parties Issuing Bank nor any Lender shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, 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, 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent continuation of such Event of Default, the Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent, the Fronting Bank and the Lenders may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, and the Administrative Agent, the Collateral Agent Fronting Bank and 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. The Collateral Agent Lenders may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative Agent, the Fronting Bank and the Lenders 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 Collateral Agent Administrative Agent, the Fronting Bank and the Lenders may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except 10 15 days' written notice to the Grantor Credit Parties of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and neither the Administrative Agent, the Fronting Bank nor 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative Agent, the 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Fronting Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, the Collateral Agent nor any other Secured Party 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 neither the Collateral Agent Administrative Agent, the Fronting Bank nor any other Secured Party Lender shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Fronting Bank and the other Secured Parties 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 Collateral Agent Administrative Agent, the Fronting Bank and the Lenders pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Collateral Agent Administrative Agent, the Fronting Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral Administrative 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 the Grantor any Credit Party, or their respective its agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent, the Fronting Bank and the Lenders; and (ii) neither the Collateral Agent and Administrative Agent, the other Secured Parties Fronting Bank nor any Lender shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, the Fronting 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent Administrative Agent, the Fronting Bank and the Lenders 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 Collateral Agent continuation of such Event of Default, the Administrative Agent, the Fronting Bank and the Lenders shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent - 105 - Administrative Agent, the Fronting Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Agent may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 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 Collateral Agent may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 7 days' written notice to the Grantor Borrower of the time and place of any such public sale or sales and such other notices as may be required by Applicable -72- 81 Law and cannot be waived), and any 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the 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 the Grantor 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 Collateral Agent or such other Secured PartyAgent, as applicable, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral The 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 neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Agent, the Issuing Bank and the other Secured Parties 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 Collateral Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (party other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part of the Grantor any Credit Party, or their respective its agents before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) none of the Collateral Agent and Agent, the other Secured Parties Lenders or the Issuing Bank shall have no any liability or obligation to the Grantor 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 negligence 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 each Credit Party as pledgeholder for the Agent and, upon the occurrence and during the continuance of an Event of Default, each such pledgeholder is hereby authorized to sell all or any portion of the Collateral upon the order and direction of the 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 Collateral Agent shall be entitled 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 continuance of an Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Credit Party, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' written notice to the Grantor Pledgor thereof of the time and place of any such 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 meaning of Section 9-611(b) of the UCC), and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the Grantorany Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the 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 redemptionredemption of any Pledgor, of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Party by the Grantor hereunder any 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 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 any other the Secured Party Parties shall in any such sale make any representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the Grantorpower of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion 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. The Grantor Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions. (b) Each Pledgor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Parties, and their respective officers, directors, employees, agents, and representatives harmless (except for their own willful 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 Collateral Agent pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Collateral Agent or any other Secured Party) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part or omission of the Grantor such Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, hereunder the Collateral Agent shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 an such Event of Default, the Collateral Agent shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Pledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent, the Issuing Bank and the Lenders may enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, and the Administrative Agent, the Collateral Agent Issuing Bank and 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. The Collateral Agent Lenders may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale (except but with 10 days' written notice to the Grantor 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 Issuing Bank 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 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, the Collateral Agent nor any other Secured Party 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 neither none of the Collateral Agent nor any other Secured Party Administrative Agent, the Issuing Bank and the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral Administrative 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 the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Administrative Agent, the Issuing Bank and the Lenders; and (ii) none of the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, 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 taken in good faithotherwise waived hereunder. In any action hereunder, the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent continuation of such Event of Default, the Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during acceleration of the continuance Loans in accordance with Article 7 hereof, the Lender may enter upon the premises of an Event of Default, in addition to any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Agent Lender may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Lender 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 Collateral Agent Lender may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 the Lender shall provide 15 days' written notice to the Grantor Credit Parties of the time and place of any such public sale or sales and such other notices as may be required by Applicable Law and cannot be waived), and the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party 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 the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Lender by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral Agent nor any other Secured Party The Lender shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party Lender shall not be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties 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 Collateral Agent Lender pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person party (other than the Collateral Agent or any other Secured PartyLender) prior to such taking of actual possession or control by the Collateral AgentLender (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party, or their respective its agents before or after the commencement of such actual possession or control by the Collateral AgentLender except for claims arising out of Lender's gross negligence or willful misconduct; and (ii) the Collateral Agent and the other Secured Parties Lender shall not have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence or 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 Credit Parties as pledgeholder for the Lender and, upon the acceleration of the 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 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 Collateral Agent Lender 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 Collateral Agent continuation of such Event of Default, the Lender shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Lender to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance continuation of an Event of Default, in addition to any rights and remedies the Collateral Agent or the other Secured Parties Trustee may have under Applicable Law, the Collateral Agent and 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. The Collateral Agent may take such measures as it may deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunder, including the right to sell or cause to be sold, whenever the Collateral Agent it 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 Collateral Agent it may deem best, 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 a public or private sale, without any demand of performance or notice of intention to sell or of the time or place of sale (except 10 ten (10) days' ’ written notice to the Grantor Pledgor thereof of the time and place of any such 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 meaning of Section 9-611(b) of the UCC), and such other notices as may be required by Applicable Law applicable statute and cannot be waived), and any 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 the Grantorany Pledgor, any such demand, notice, claim, right or equity being hereby expressly waived and released 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 fullest extent permitted by Applicable Lawdistribution or sale thereof. At any sale or sales made pursuant to this Section 5(b)Agreement, the Collateral Agent or any other Secured Party 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 redemptionredemption of any Pledgor, of the Grantor 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 Collateral Agent or such other Secured Party, as applicable, Noteholder by the Grantor hereunder any 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 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 Collateral Agent Trustee nor any other Secured Party Noteholder shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of any Pledgor. As an alternative to exercising the Grantorpower of sale herein conferred upon it, the Trustee may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and to sell the Collateral or any portion 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. The Grantor Any sale pursuant to the provisions of this Section shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the UCC as in effect in the State of New York or its equivalent in other jurisdictions. (b) Each Pledgor hereby agrees (i) that it will indemnify and hold the Collateral Agent Trustee and the other Secured Parties Noteholders, and their respective officers, directors, employees, agents, and representatives harmless (except for their own willful 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 Collateral Agent Trustee pursuant to this Section 5(b)Agreement, or arising out of any act of, or omission to act on the part of, of any Person (party other than the Collateral Agent or any other Secured Party) Trustee prior to such taking of actual possession or control by the Collateral AgentTrustee, or arising out of any act on the part or omission of the Grantor such Pledgor, or their respective any agents thereof, before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faithTrustee. In any action hereunder, the Collateral Agent Trustee shall be entitled to the appointment of a receiverappointment, without notice, of a receiver 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 and during the continuation of an Event of Default, and during the Collateral Agent continuation of such Event of Default, the Trustee shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Lawany Pledgor, any cash or cash items constituting Collateral in the possession of the Collateral Agent Trustee to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. (a) Upon the occurrence and during the continuance of an Event of Default, in addition and during the continuation of such Event of Default, to any rights and remedies the extent permitted by applicable law, Secured Party may enter upon the premises of Grantor, or wherever the Collateral Agent or the other Secured Parties may have under Applicable Lawbe, the Collateral Agent and the other Secured Parties shall have all the rights and remedies available to it under the UCC, whether or not the UCC applies to take possession of the Collateral. The Collateral Agent , and may reasonably demand and receive such possession from any Person who has possession thereof, and Secured Party may take such measures as it may deem necessary or proper for the care or protection thereof, including, without limitation, the rights to remove all or any portion of the Collateral Agent's Collateral, and the other Secured Parties' rights and remedies hereunder, including the right to with or without taking such possession may sell or cause to be sold, whenever the Collateral Agent Secured Party 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 Collateral Agent Secured Party may deem best, 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 or notice of intention to sell or of the time or place of sale (except 10 days' written notice to the Grantor of the time and place of any such sale or sales and such other notices as may be required by Applicable Law applicable law and cannot be waived), and any Person person or entity 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, redemption of the Grantor, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Law. applicable law. (b) At any sale or sales made pursuant to this Section 5(b)Article I, the Collateral Agent or any other 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, redemption of 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 Secured Party with respect to the Collateral Agent or such other Secured Party, as applicable, by the Grantor hereunder Obligations as a credit against the purchase price. 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 neither the Collateral Agent nor any other Secured Party shall not be chargeable with any of the obligations or liabilities of the Grantor. The . (c) Grantor hereby agrees (i) that it will indemnify and hold the Collateral Agent and the other Secured Parties Party harmless from and against any and all claims with respect to the Collateral asserted before the taking control of the relevant Collateral by the Collateral Agent pursuant to this Section 5(b), or arising out of any act of, or omission to act on the part of, any Person claims (other than the Collateral Agent or any other Secured Partyd) prior to such taking of actual possession or control by the Collateral Agent, or arising out of any act on the part of the Grantor or their respective agents before or after the commencement of such actual possession or control by the Collateral Agent; and (ii) the Collateral Agent and the other Secured Parties shall have no liability or obligation to the Grantor arising out of any such claim except for acts of willful misconduct or gross negligence or not taken in good faith. In any action hereunder, the Collateral Agent shall be entitled 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 Collateral Agent continuation of such Event of Default, Secured Party shall be entitled to apply, without prior notice to the Grantor, except as may be required by Applicable Law, any cash or cash items constituting Collateral in the possession of the Collateral Agent Secured Party to payment of that portion of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this Agreementsecured hereby.

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 Collateral Agent or the other Secured Parties may have under fullest extent permitted by Applicable Law, the Administrative Agent may lawfully enter upon the premises of any Credit Party or wherever the Collateral Agent may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale with ten (except 10 10) days' written notice to the Grantor 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 neither the Administrative Agent, the Issuing Bank, the Lenders nor any 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 Issuing Bank, the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any Administrative Agent, the Issuing Bank, the Lenders and the other Secured Party 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 the Grantor 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 Collateral Agent or such Administrative Agent, the Issuing Bank, the Lenders and the other Secured Party, as applicable, Parties by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, the Collateral Agent nor any Issuing Bank, the Lenders and the other Secured Party Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent Administrative Agent, the Issuing Bank, the Lenders nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank, the Lenders and the any other Secured Parties 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 Collateral Agent Administrative Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Collateral Agent or Administrative Agent, the Issuing Bank, the Lenders and any other Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) neither the Collateral Agent and Administrative Agent, the Issuing Bank, the Lenders, nor any other Secured Parties Party shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral Agent Administrative 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, 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 Collateral Agent continuation of such Event of Default, the Administrative Agent, the Issuing Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

Possession, Sale of Collateral, etc. Upon the occurrence and during the continuance of an Event of Default, in addition to the Administrative Agent may lawfully enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, the Collateral Agent and 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. The Collateral Administrative Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Administrative 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 Collateral Administrative Agent may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except with 10 days' ’ written notice to the Grantor 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 neither the Administrative Agent, the Issuing Bank, the Lenders nor any 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, 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to released. To the fullest extent permitted by Applicable Law. At any sale or sales made pursuant to this Section 5(b), such purchaser is the Collateral Administrative Agent or any other Secured Party may bid for or purchasea Lender, free (to the fullest extent permitted by Applicable Law) from any claim or right of whatever kind, including any equity of redemption, of 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 Person may make any payment on account thereof by using any claim for moneys then due and payable to the Collateral Administrative Agent or such other Secured Party, as applicable, the Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither the Collateral Administrative Agent nor any other Secured Party Lender shall in any such sale make or be deemed to have made any representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Administrative Agent nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank, the Lenders and the any other Secured Parties 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 Collateral Agent Administrative Agent, the Lenders or any other Secured Party pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent or any other a Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) the Collateral Agent and the other no Secured Parties Party shall have no liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral Agent Administrative Agent, BAS, the Issuing Bank and the Lenders or any other Secured Party shall be entitled 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 Collateral Agent continuation of such Event of Default, either Agent, the Issuing Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due Obligations. All costs and payable. Any such application 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 Collateral Agent Borrower on demand and shall be made in accordance with Section 5 (b) of this Agreementadded to 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), in addition the Administrative Agent, the Issuing Bank and the Lenders may, upon reasonable notice to the applicable Credit Party, enter upon the premises of any rights and remedies Credit Party or wherever the Collateral Agent or may be, and take possession of the other Secured Parties Collateral, and may have under Applicable Lawdemand and receive such possession from any Person who has possession thereof, and the Administrative Agent, the Collateral Agent Issuing Bank and 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. The Collateral Agent Lenders may take such measures as it may they deem necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders 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 Collateral Agent Administrative Agent, the Issuing Bank and the Lenders may deem bestappropriate, 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 any demand of performance or notice of intention to sell or of the time or place of sale (except but with 10 days' ’ prior written notice to the Grantor 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 Issuing Bank 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, on behalf of itself, 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any other Secured Party Administrative Agent, on 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 the Grantor 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 Collateral Agent or such other Secured PartyAdministrative Agent, as applicable, the Issuing Bank and Lenders by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Administrative Agent, on behalf of itself, the Collateral Agent nor any other Secured Party 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 neither none of the Collateral Agent nor Administrative Agent, the Issuing Bank or any other Secured Party of the Lenders shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Administrative Agent, the Issuing Bank and the other Secured Parties 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 Collateral Administrative Agent pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any Person (other than the Collateral Agent Administrative Agent, the Issuing Bank or any other Secured PartyLenders) prior to such taking of actual possession or control by the Collateral AgentAdministrative Agent (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective 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 Collateral Agent and Administrative Agent, the other Secured Parties Issuing Bank or any of the Lenders shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence 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, on behalf of itself, the Issuing Bank and the 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, 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 taken otherwise waived hereunder. Subject to the Orders, in good faith. In any action hereunder, the Collateral 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, but subject to the Orders, upon the occurrence and during the continuation of an Event of Default, the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent Administrative Agent, the Issuing Bank and the Lenders to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.

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 Collateral Agent may lawfully enter upon the premises of any Credit Party or the other Secured Parties may have under Applicable Law, wherever the Collateral Agent may be, and take possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and 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. The Collateral Agent may take such measures as it may deem deems necessary or proper for the care or protection of the Collateral Agent's and the other Secured Parties' rights and remedies hereunderthereof, 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 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 Collateral Agent may deem bestappropriate, 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 or notice of intention to sell or of the time or place of sale with ten (except 10 10) days' written notice to the Grantor 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 neither the Agents, the Issuing Bank, the Lenders nor any 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 Agents, the Issuing Bank, the 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 the Grantorany Credit Party, any such demand, notice, claim, right or equity being hereby expressly waived and released to the fullest extent permitted by Applicable Lawreleased. At any sale or sales made pursuant to this Section 5(b)Article 8, the Collateral Agent or any Agents, the Issuing Bank, the Lenders and the other Secured Party 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 the Grantor 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 Collateral Agent or such Agents, the Issuing Bank, the Lenders and the other Secured Party, as applicable, Parties by the Grantor any Credit Party hereunder as a credit against the purchase price. Neither The Agents, the Collateral Agent nor any Issuing Bank, the Lenders and the other Secured Party Parties shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and neither the Collateral Agent Agents, the Issuing Bank, the Lenders nor any other Secured Party shall be chargeable with any of the obligations or liabilities of the Grantorany Credit Party. The Grantor Each Credit Party hereby agrees (i) that it will indemnify and hold the Collateral Agent Agents, the Issuing Bank, the Lenders and the any other Secured Parties 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 Collateral Agent Agent, the Issuing Bank, the Lenders or any other Secured Party pursuant to this Section 5(b)Article 8, or arising out of any act of, or omission to act on the part of, any such Person (other than the Collateral Agent or Agents, the Issuing Bank, the Lenders and any other Secured Party) prior to such taking of actual possession or control by the Collateral Agentsuch Secured Party (whether asserted before or after such taking of possession or control), or arising out of any act on the part of the Grantor any Credit Party or their respective its Affiliates or agents before or after the commencement of such actual possession or control by the Collateral Agentsuch Secured Party; and (ii) neither the Collateral Agent and Agents, the Issuing Bank, the Lenders, nor any other Secured Parties Party shall have no any liability or obligation to the Grantor any Credit Party arising out of any such claim except for acts of willful misconduct or gross negligence as determined by a final order or not taken in good faithjudgment of a court of competent jurisdiction. In any action hereunder, the Collateral 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, 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 Collateral Agent continuation of such Event of Default, any Agent, the Issuing Bank, any Lender and/or any other Secured Party shall be entitled to apply, without prior notice to any of the Grantor, except as may be required by Applicable LawCredit Parties, any cash or cash items constituting Collateral in the possession of the Collateral Agent such Secured Party to payment of the Obligations then due and payable. Any such application by the Collateral Agent shall be made in accordance with Section 5 (b) of this AgreementObligations.