Common use of REMEDIES; RIGHTS UPON DEFAULT Clause in Contracts

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent's claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any Grantor’s premises's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Grantor further agrees, without chargeat Agent's request, to assemble the Collateral and such sales may be adjourned from time make it available to time in accordance with Applicable LawAgent at places which Agent shall select, whether at Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for cashthe surplus, credit if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except to the extent such arise out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days' prior written notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may including any attorneys' fees or other expenses incurred by Agent or any Lender to collect such deficiency. The rights and remedies available to Agent and the Lenders pursuant to this Section 7(a) shall be subject in all respects to the subordination provisions set off forth in Section 2(c) hereof and Section 5.11 of the amount of such price against the Secured ObligationsLitigation L/C Agreement. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, Agent Lender may exercise exercise, in addition to all other rights and remedies granted to it in this Pledge Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights Without limiting the generality of the foregoing, Pledgor expressly agrees, to the extent permitted by law, that in any such event Lender, upon ten (10) Business Days prior written notice to Pledgor may forthwith collect, receive, appropriate and remedies include realize upon the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private sale or sales, at any of Lender’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, with as provided in Section 9(d) hereof, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9¬504 (1)(c) of the UCC, need Lender account for the surplus, if any, to Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Lender. Pledgor agrees that Lender need not give more than ten (10) Business Days’ notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice as is reasonable notification of such matters. Notice of a potential sale or disposition of the Collateral under this Section 9(a) may be required by Applicable Law, combined with a notice of default in lots or which case the notice period shall be concurrent with and not in bulk, at such locations, all as Agent, in its sole discretion, deems advisableadditional to any applicable grace period. Each Grantor Pledgor agrees that 10 days notice the sale of any proposed sale or other disposition of the Collateral by Agent either a public or private sale shall be deemed commercially reasonable. Agent shall have the right to conduct such sales on any Grantor’s premisesLENDER MAY ENFORCE ITS RIGHTS HEREUNDER WITHOUT RESORT TO PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING AND PLEDGOR EXPRESSLY WAIVES, without chargeRENOUNCES, and such sales may be adjourned from time to time in accordance with Applicable LawAND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE LENDER TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. Agent shall have the right to sellIN SO PROVIDING FOR A NONJUDICIAL REMEDY, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured ObligationsPLEDGOR REPRESENTS THAT SUCH A REMEDY IS RESPONSIVE TO COMMERCIAL NECESSITY AND IS THE RESULT OF BARGAIN AT ARM’S LENGTH. NOTHING HEREIN IS INTENDED TO PREVENT LENDER FROM RESORTING TO JUDICIAL PROCESS AT SUCH PARTY’S OPTION. (b) Except as otherwise specifically provided hereinPledgor agrees to pay all costs of Lender, each Grantor including reasonable attorneys’ fees and expenses, incurred with respect to the collection of any of the Obligations and the enforcement of any of Lender’s rights hereunder. (c) Pledgor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Pledge Agreement or any Collateral. (cCollateral except as provided in Section 9(a) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisePledge Agreement. (d) The failure proceeds of any sale, disposition or delay of Agent other realization upon all or any part of the Collateral shall be distributed by Lender in the following order of priorities: first, to Lender in an amount sufficient to pay in full the expenses of Lender in connection with such sale, disposition or other realization, incurred or made by Lender in connection therewith, including reasonable attorneys’ fees; second, to Lender in an amount equal to any late charges or other fees and charges due on the Obligations; third, to Lender in an amount equal to the then accrued and unpaid interest, if any, on the Obligations (with such amount being first applied to interest determined at the Default Rate, as defined in the Note); fourth, to Lender in an amount equal to any other Obligations which are then unpaid; fifth, to Lender in an amount equal to the then unpaid principal of the Obligations; and, finally, upon payment in full of all of the Obligations, to Pledgor, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds. (e) Pledgor agrees that in any sale of any of the Interests hereunder, Lender is authorized to comply with any limitation or restriction in connection with such sale which it is advised by its counsel is appropriate (i) in order to avoid violation of applicable law, including, without limitation, procedures restricting the number of prospective bidders and purchasers, requiring that prospective bidders and purchasers have certain qualifications, and restricting prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of any Interests they purchase, or (ii) in order to obtain any required approval of such sale or of a purchaser at such sale by any governmental regulatory authority or official. Pledgor further agrees that such compliance shall not result in any such sale being deemed not to have been made in a commercially reasonable manner, nor shall Lender be liable or accountable to Pledgor for any discount allowed by reason of the fact that any Interests are sold in compliance with any such limitation or restriction. (f) The remedies of Lender hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the UCC shall not be construed as a waiver of any of the other remedies of Lender. Amongst its remedies, Lender has the right to require strict specific performance by Grantors with any of the terms and provisions of this Security Pledge Agreement or the Loan Documents, or to exercise and may obtain injunctive relief from any rights or remedies with respect to Collateral or otherwise, court of competent jurisdiction. (g) It is agreed that no waiver by Lender of any Event of Default shall not operate as a waiver thereof nor as establishment of any other default or of the same default on a course of dealingfuture occasion. All the rights of Lender hereunder shall inure to the benefit of its successors and remedies assigns and all obligations of Pledgor shall continue bind its successors and assigns. (h) Pledgor agrees to indemnify and hold harmless Lender, its directors, officers, employees, agents and parent and subsidiary corporations, and each of them, from and against any and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Pledge Agreement or the consummation of the transactions contemplated by this Pledge Agreement (unless caused solely by the gross negligence or willful misconduct of such indemnified parties) and to pay or reimburse Lender for the reasonable fees and disbursements of counsel incurred in full force connection with any investigation, litigation or other proceedings (whether or not Lender is a party thereto) arising out of or by reason of any of the aforesaid. Lender will promptly give Pledgor written notice of the assertion of any claim which it believes is subject to the indemnity set forth in this Section 9 and effect until Full Payment will upon the request of Pledgor promptly furnish Pledgor with all Secured Obligationsmaterial in its possession relating to such claim or the defense thereof to the extent that the Lender may do so without breach of duty to others. Any amounts properly due under this Section 9 shall be payable to Lender immediately upon demand.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, Agent Lender may exercise exercise, in addition to all other rights and remedies granted to it in this Pledge Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights Without limiting the generality of the foregoing, Pledgor expressly agrees, to the extent permitted by law, that in any such event Lender, upon ten (10) Business Days prior written notice to Pledgor may forthwith collect, receive, appropriate and remedies include realize upon the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private sale or sales, at any of Lender’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, with as provided in Section 10(d) hereof, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9¬504 (1)(c) of the Code, need Lender account for the surplus, if any, to Pledgor. To the extent permitted by applicable law, Pledgor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Lender. Pledgor agrees that Lender need not give more than ten (10) Business Days’ notice of the time and place of any public sale or of the time after which a private sale may take place and that such notice as is reasonable notification of such matters. Notice of a potential sale or disposition of the Collateral under this Section 10(a) may be required by Applicable Law, combined with a notice of default in lots or which case the notice period shall be concurrent with and not in bulk, at such locations, all as Agent, in its sole discretion, deems advisableadditional to any applicable grace period. Each Grantor Pledgor agrees that 10 days notice the sale of any proposed sale or other disposition of the Collateral by Agent either a public or private sale shall be deemed commercially reasonable. Agent shall have the right to conduct such sales on any Grantor’s premisesLENDER MAY ENFORCE ITS RIGHTS HEREUNDER WITHOUT RESORT TO PRIOR JUDICIAL PROCESS OR JUDICIAL HEARING AND PLEDGOR EXPRESSLY WAIVES, without chargeRENOUNCES, and such sales may be adjourned from time to time in accordance with Applicable LawAND KNOWINGLY RELINQUISHES ANY LEGAL RIGHT WHICH MIGHT OTHERWISE REQUIRE LENDER TO ENFORCE ITS RIGHTS BY JUDICIAL PROCESS. Agent shall have the right to sellIN SO PROVIDING FOR A NONJUDICIAL REMEDY, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured ObligationsPLEDGOR REPRESENTS THAT SUCH A REMEDY IS RESPONSIVE TO COMMERCIAL NECESSITY AND IS THE RESULT OF BARGAIN AT ARM’S LENGTH. NOTHING HEREIN IS INTENDED TO PREVENT LENDER FROM RESORTING TO JUDICIAL PROCESS AT SUCH PARTY’S OPTION. (b) Except as otherwise specifically provided hereinPledgor agrees to pay all costs of Lender, each Grantor including reasonable attorneys’ fees, incurred with respect to the collection of any of the Obligations and the enforcement of any of Lender’s rights hereunder. (c) Pledgor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Pledge Agreement or any Collateral. (cCollateral except as provided in Section 10(a) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisePledge Agreement. (d) The failure proceeds of any sale, disposition or delay of Agent other realization upon all or any part of the Collateral shall be distributed by Lender in the following order of priorities: first, to Lender in an amount sufficient to pay in full the expenses of Lender in connection with such sale, disposition or other realization, incurred or made by Lender in connection therewith, including reasonable attorneys’ fees; second, to Lender in an amount equal to any late charges or other fees and charges due on the Obligations; third, to Lender in an amount equal to the then accrued and unpaid interest, if any, on the Obligations (with such amount being first applied to interest determined at the Default Rate, as defined in the Note); fourth, to Lender in an amount equal to any other Obligations which are then unpaid; and, fifth, to Lender in an amount equal to the then unpaid principal of the Obligations; finally, upon payment in full of all of the Obligations, to Pledgor, or its representative or as a court of competent jurisdiction may direct, any surplus then remaining from such proceeds. (e) Pledgor agrees that in any sale of any of the Pledged Securities hereunder, Lender is authorized to comply with any limitation or restriction in connection with such sale which it is advised by its counsel is appropriate (i) in order to avoid violation of applicable law, including, without limitation, procedures restricting the number of prospective bidders and purchasers, requiring that prospective bidders and purchasers have certain qualifications, and restricting prospective bidders and purchasers to persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of any Pledged Securities they purchase, or (ii) in order to obtain any required approval of such sale or of a purchaser at such sale by any governmental regulatory authority or official. Pledgor further agrees that such compliance shall not result in any such sale being deemed not to have been made in a commercially reasonable manner, nor shall Lender be liable or accountable to Pledgor for any discount allowed by reason of the fact that any Pledged Securities are sold in compliance with any such limitation or restriction. (f) The remedies of Lender hereunder are cumulative and the exercise of any one or more of the remedies provided for herein or under the CODE shall not be construed as a waiver of any of the other remedies of Lender. Amongst its remedies, Lender has the right to require strict specific performance by Grantors with any of the terms and provisions of this Security Pledge Agreement or the Loan Documents, or to exercise and may obtain injunctive relief from any rights or remedies with respect to Collateral or otherwise, court of competent jurisdiction. (g) It is agreed that no waiver by Lender of any Event of Default shall not operate as a waiver thereof nor as establishment of any other default or of the same default on a course of dealingfuture occasion. All the rights of Lender hereunder shall inure to the benefit of its successors and remedies assigns and all obligations of Pledgor shall continue bind its successors and assigns. (h) Pledgor agrees to indemnify and hold harmless Lender, its directors, officers, employees, agents and parent and subsidiary corporations, and each of them, from and against any and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Pledge Agreement or the consummation of the transactions contemplated by this Pledge Agreement (unless caused solely by the gross negligence or willful misconduct of such indemnified parties) and to pay or reimburse Lender for the reasonable fees and disbursements of counsel incurred in full force connection with any investigation, litigation or other proceedings (whether or not Lender is a party thereto) arising out of or by reason of any of the aforesaid. Lender will promptly give Pledgor written notice of the assertion of any claim which it believes is subject to the indemnity set forth in this Section 10 and effect until Full Payment will upon the request of Pledgor promptly furnish Pledgor with all Secured Obligationsmaterial in its possession relating to such claim or the defense thereof to the extent that the Lender may do so without breach of duty to others. Any amounts properly due under this Section 10 shall be payable to Lender immediately upon demand.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies authorized or granted to it under this Security Agreement, the Purchase Agreement, the Notes and under any Event other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Default shall have occurred and be continuing, Collateral Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode (whether or not in effect in the jurisdiction where such rights are exercised). Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Collateral Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store opportunity for a hearing on Collateral on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and, following the delivery of notice to charge for such storage); and (iv) Grantor may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Collateral Agent or any Investor 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 for the benefit of Collateral Agent and Investors, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Default shall have occurred and be continued, without chargeeach Grantor further agrees, at Collateral Agent’s request, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Collateral Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, Collateral Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies (for the benefit of Collateral Agent and Investors), with respect to such appointment without prior notice or hearing as to such appointment. Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Secured Obligations as provided in the Purchase Agreement, and only after so paying over such net proceeds, and after the payment by Collateral Agent of any other amount required by any provision of law, need Collateral Agent account for cashthe surplus, credit if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent or any combination thereofInvestor arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent or such Investor as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase price, may set off the amount of such price against the Collateral are insufficient to pay all Secured Obligations, including any reasonable attorneys’ fees and other expenses incurred by Collateral Agent or any Investor to collect such deficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, conditionseach Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent (i) to fail to incur expenses reasonably deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Security Interests on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Collateral Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would not be commercially unreasonable in the Collateral Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Collateral Agent that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Collateral Agent shall not be required to make any demand upon, or delay pursue or exhaust any of Agent their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Secured Obligations or to exercise pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. The Collateral Agent shall not be required to marshal the Collateral or otherwiseany guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Collateral Agent or any Investor, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Default or Event of Default shall have occurred occur and be continuingcontinuing beyond the expiration of all cure periods applicable thereto, Agent may exercise exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Borrower expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Borrower or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Borrower where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Borrower notice and store Collateral opportunity for a hearing on such premises until sold (Agent's claim or action, and if without paying rent to Borrower, and collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange at such notice prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Borrower hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any Grantor’s premises, Borrower's premises or elsewhere and shall have the right to use Borrower's premises without charge, and charge for such sales may be adjourned from for such time or times as Agent deems necessary or advisable. Borrower further agrees, at Agent's request, to time in accordance with Applicable Lawassemble the Collateral and make it available to Agent at places which Agent shall reasonably select, whether at Borrower's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to selluse or operate the Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Borrower to maintain or preserve the rights of Borrower as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders) with respect to such appointment without prior notice or hearing. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8.4 hereof, Borrower remaining liable for cash, credit or any combination thereofdeficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Agent may purchase of any Collateral at public orother amount required by any provision of law, including, but not limited to, Section 9-504(1)(c) of the UCC (but only after Agent has received what Agent considers reasonable proof of a subordinate party's security interest), need Agent account for the surplus, if permitted by lawany, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to Borrower. To the maximum extent permitted by applicable law, Borrower waives all claims, damages, and demands against Agent or any Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of such Agent or such Lender. Borrower agrees that five (5) days prior notice by Agent to Borrower of the time and place of any kind in connection with this Security Agreement public sale or of the time after which a private sale may take place is reasonable notification of such matters. Borrower shall remain liable for any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other deficiency if the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive proceeds of any other rights sale or remedies that disposition of the Collateral are insufficient to pay all amounts to which Agent and Lenders may haveis entitled, whether under Borrower also being liable for any agreement, attorneys' fees incurred by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationscollect such deficiency.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent's claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any Grantor’s premises's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Agent deems necessary or advisable. Grantor further agrees, without chargeat Agent's request, to assemble the Collateral and such sales may be adjourned from time make it available to time in accordance with Applicable LawAgent at places which Agent shall select, whether at Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for cashthe surplus, credit if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except to the extent such arise out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days' prior written notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys' fees or other expenses incurred by Agent or any Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors Grantor to assemble Collateral, at Grantors’ Grantor’s expense, and make it available to Collateral Agent at a place designated by Collateral Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree Grantor agrees not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Collateral Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Collateral Agent shall be reasonable. Collateral Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Collateral Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Collateral Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors Grantor contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent, Collateral Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent, Collateral Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent, Collateral Agent or any Lender to require strict performance by Grantors Grantor with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Indenture, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, and subject to the terms of the Intercreditor Agreement, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent's claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent, the Trustee or any Holder 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 for the benefit of Agent, the Trustee and Holders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any the Grantors' premises or elsewhere and shall have the right to use the Grantors' premises without charge for such time or times as Agent reasonably deems necessary or advisable. (b) Each Grantor further agrees, at Agent's request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and Grantor’s premises, without chargewhether at such Grantor's premises or elsewhere. Until Agent is able to effect a sale, and such sales may be adjourned from time to time in accordance with Applicable Law. lease, or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent's remedies (for the benefit of Agent, the Trustee and Holders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided herein, in the Intercreditor Agreement and in the Indenture, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for cashthe surplus, credit if any, to the applicable Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent, the Trustee or any combination thereofHolder arising out of the repossession, retention or sale of the Collateral except such as determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted primarily from the gross negligence or willful misconduct of Agent, the Trustee or such Holder. Each Grantor agrees that ten (10) days prior written notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off including any reasonable attorneys' fees or other out-of-pocket expenses actually incurred by Agent, the amount of Trustee or any Holder to collect such price against the Secured Obligationsdeficiency. (bc) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (d) To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (a) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) All covenantsto fail to exercise collection remedies against account debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, conditions(d) to exercise collection remedies against account debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, provisions(e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 17(d) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent's exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 17(d). Without limitation upon the foregoing, nothing contained in this Section 17(d) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms absence of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsSection 17(d).

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Agreement and under any other instrument or agreement securing, evidencing, or relating to any of the Obligations or the Secured Obligations, if any Event of Default shall have occurred and be continuingexist, the Administrative Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement, or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon any Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements, and make it available notices are hereby expressly WAIVED to Agent at a place designated the maximum extent permitted by Agent; (iii) the UCC and other applicable law), may forthwith enter upon the premises of any premises Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (the Administrative Agent’s claim or action and if may collect, receive, assemble, process, appropriate, and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as the Administrative Agent may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent 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 for the benefit of the Administrative Agent, the whole or any part of said Collateral so sold, free of any right or equity of redemption, to the extent permitted by law, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. The Administrative Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease use each Grantor’s premises without charge for such time or otherwise dispose of any Collateral for cash, credit times as the Administrative Agent deems necessary or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationsadvisable. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Note, if any Event of Default shall have occurred and be continuing, Agent subject to Gaming Laws, the Secured Party may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all of its rights and remedies of as a secured party under the UCCCode. The Secured Party 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 for the benefit of the Secured Party, the whole or any part of said Pledged Interests so sold, free of any right or equity of redemption, which equity of redemption the Borrower hereby releases. Such rights sales may be adjourned and remedies include continued from time to time with or without notice. (b) Until the rights Secured Party is able to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, and make it available to Agent at effect a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale lease or other disposition of Collateral by Agent shall be reasonable. Agent the Pledged Interests, subject to Gaming Laws, the Secured Party shall have the right to conduct hold or use the Pledged Interests, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Pledged Interests or their value or for any other purpose deemed appropriate by the Secured Party. The Secured Party shall have no obligation to the Borrower to maintain or preserve the rights of the Borrower as against third parties with respect to the Pledged Interests while the Pledged Interests are in the possession of the Secured Party. The Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Pledged Interests and to enforce any of the Secured Party’s remedies, with respect to such sales on appointment without prior notice or hearing as to such appointment. The Secured Party shall apply the net proceeds of any Grantor’s premisessuch collection, without chargerecovery, receipt, appropriation, realization or sale to the repayment of this Note, and only after so paying over such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have net proceeds, and after the right to sell, lease or otherwise dispose payment by the Secured Party of any Collateral other amount required by any provision of law, need the Secured Party account for cash, credit or any combination thereof, and Agent may purchase any Collateral at public orthe surplus, if any, to the Borrower. To the maximum extent permitted by applicable law, private sale andthe Borrower waives all claims, in lieu of actual payment of the purchase price, may set off the amount of such price damages and demands against the Secured ObligationsParty arising out of the repossession, retention or sale of the Pledged Interests except such as arise solely out of the gross negligence or willful misconduct of the Secured Party as finally determined by a court of competent jurisdiction. The Borrower agrees that ten (10) days prior notice by the Secured Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. (bc) Except as otherwise specifically provided herein, each Grantor herein the Borrower hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement Note or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisePledged Interests. (d) (i) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms Secured Party hereby agrees that, except as set forth in Section 3(d)(ii) below, its rights under and in respect of this Security Agreement Note and any claim or liability under or reflected by this Note, including in any assertion of this Note or such claims or liabilities against the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwiseBorrower, shall be limited to satisfaction out of, and enforcement against, the Pledged Interests and the additional Class A Units and Class B Units held by the Named Executive Members. If any Event of Default shall occur and be continuing, the Secured Party agrees that, except as set forth in Section 3(d)(ii) below, it shall not operate as a waiver thereof nor as establishment have the right to proceed directly or indirectly against the Borrower or against its properties and assets (other than the Pledged Interests) for the satisfaction of a course this Note. The foregoing acknowledgments and agreements shall survive the termination of dealing. All rights this Note and remedies shall continue in full force and effect until Full Payment of all Secured Obligationsbe enforceable by the Borrower.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations or pursuant to any other applicable law, if any Event of Default shall have occurred and be continuing, subject to any Applicable Intercreditor Agreement, the Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall have occurred and remedies include be continuing, subject to any Applicable Intercreditor Agreement, the rights to (i) take possession Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (the Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. If any Collateral is sold on terms other than payment in full at the time of sale, with no credit shall be given against the Obligations until the Agent or the other Secured Parties receive payment, and if the buyer defaults in payment, subject to any Applicable Intercreditor Agreement, the Agent may resell the Collateral without further notice to any Grantor. Subject to any Applicable Intercreditor Agreement, the Agent or any of the other Secured Parties shall have the right upon any such notice as public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent and the other Secured Parties, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Subject to any Applicable Intercreditor Agreement, such sales may be required by adjourned and continued from time to time with or without notice. Subject to any Applicable LawIntercreditor Agreement, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. the Agent shall have the right to conduct such sales on premises of any Grantor or elsewhere and shall have the right to use any Grantor’s premisespremises without charge for such time or times as the Agent deems necessary or advisable. (b) Each Grantor further agrees, without chargesubject to any Applicable Intercreditor Agreement, at the Agent’s request following the occurrence and during the continuance of an Event of Default, to assemble the Collateral and make it available to the Agent at a place or places designated by the Agent which are reasonably convenient to the Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until the Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of the Collateral, the Agent shall have the right to sellhold or use the Collateral, lease or otherwise any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Agent. The Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to the Collateral while the Collateral is in the possession of the Agent or marshal any Collateral for the benefit of any Person. In the event the Agent seeks to take possession of all or any portion of the Collateral by judicial process, each Grantor irrevocably waives (i) any demand for possession prior to the commencement of any suit or action to recover the Collateral and (ii) any requirement that the Agent retain possession and not dispose of any Collateral until after trial or final judgment. Subject to any Applicable Intercreditor Agreement, the Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Collateral and to enforce any of the Agent’s remedies (for cashthe benefit of the Agent and the other Secured Parties), credit with respect to such appointment without prior notice or hearing as to such appointment. Subject to any Applicable Intercreditor Agreement, the Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Secured Obligations first to all expenses of collection, recovery, receipt, appropriation, realization or sale, including reasonable attorneys’ fees, and then as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the Agent of any other amount required by any provision of law, need the Agent account for the surplus, if any, to the applicable Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Agent or any combination thereofof the other Secured Parties arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence, bad faith or willful misconduct of the Agent or such Secured Party as finally determined by a court of competent jurisdiction. Each Grantor agrees that 10 days’ prior notice by the Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale andmay take place is reasonable notification of such matters. Each Grantor shall remain liable, in lieu jointly and severally with the other Grantors, for any deficiency if the proceeds of actual payment any sale or disposition of the purchase price, may set off the amount of such price against the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees or other expenses (to the extent provided for herein or in the Credit Agreement) incurred by the Agent or any of the other Secured Parties to collect such deficiency. (bc) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (d) To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (a) to fail to incur expenses reasonably deemed significant by the Agent to prepare the Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to the Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of the Collateral to be collected or disposed of, (c) All covenantsto fail to exercise collection remedies against Account Debtors or other Persons obligated on the Collateral or to remove Liens on or any adverse claims against the Collateral, conditions(d) to exercise collection remedies against Account Debtors and other Persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, provisions(e) to advertise dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of the Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of the Collateral by utilizing Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of the Collateral or to provide to the Agent a guaranteed return from the collection or disposition of the Collateral, (l) to dispose of Leases, Inventory and related Collateral in one or more portfolio sales or in individual sale transactions, or (m) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 19(d) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 19(d). Without limitation upon the foregoing, nothing contained in this Security Section 19(d) shall be construed to grant any rights to any Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms absence of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsSection 19(d).

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors Grantor to assemble Collateral, at Grantors’ Grantor’s expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree Grantor agrees not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors Grantor contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent, Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors Grantor with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent Lender may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Debtor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Debtor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Debtor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Debtor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Lender's claim or action, and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Debtor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, Debtor's premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Debtor's premises without charge for such time or times as Lender deems necessary or advisable. Debtor further agrees, lease at Lender's request, to assemble the Collateral and make it available to Lender at places which Lender shall select, whether at Debtor's premises or otherwise dispose elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Debtor to maintain or preserve the rights of Debtor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender's remedies with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Obligations as provided in the Note, and Agent may purchase only after so paying over such net proceeds, and after the payment by Lender of any Collateral at public orother amount required by any provision of law, need Lender account for the surplus, if any, to Debtor. To the maximum extent permitted by applicable law, Debtor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Debtor agrees that ten (10) days' prior notice by Lender of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Debtor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys' fees and other expenses incurred by Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor Debtor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) In addition to all other rights and remedies granted to it under this Security Agreement, the Working Capital Note and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Secured Party may exercise all rights and remedies of a secured party under the UCC. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith enter upon the premises of Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and opportunity for a hearing on Secured Party's claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. Secured Party shall have the right to conduct such sales on Grantor's premises or elsewhere and shall have the right to use Grantor's premises without charge for such time or times as Secured Party deems necessary or advisable. If any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by lawGrantor further agrees, at equity or otherwiseSecured Party's request, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent Secured Party at a place or places designated by Agent; (iii) enter any premises where Collateral is located Secured Party which are reasonably convenient to Secured Party and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not whether at Grantor's premises or elsewhere. Until Secured Party is able to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private effect a sale, with such notice as may be required by Applicable Lawlease, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Collateral, Secured Party shall have the right to conduct hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Secured Party. Secured Party shall not have any obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Secured Party. Secured Party may, if it so elects at any time an Event of Default exists, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Secured Party's remedies with respect to such sales on appointment without prior notice or hearing as to such appointment. Secured Party shall apply the net proceeds of any Grantor’s premisessuch collection, without chargerecovery, receipt, appropriation, realization or sale to the Obligations then due under the Working Capital Note, and only after so paying over such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have net proceeds, and after the right to sell, lease or otherwise dispose payment by Secured Party of any Collateral other amount required by any provision of law, need Secured Party account for cashthe surplus, credit or any combination thereofif any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and Agent may purchase demands against Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Secured Party as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days prior notice by Secured Party of the time and place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys' fees and other expenses incurred by Secured Party to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that applicable law imposes duties on Secured Party to exercise remedies in a commercially reasonable manner, conditionsGrantor acknowledges and agrees that it is not commercially unreasonable for Secured Party (i) to fail to incur expenses reasonably deemed significant by Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Secured Party against risks of loss, collection or disposition of Collateral or to provide to Secured Party a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Secured Party, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist Secured Party in the collection or disposition of Grantors any of the Collateral. Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by Secured Party would not be commercially unreasonable in the Secured Party's exercise of remedies against the Collateral and that other actions or omissions by Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to Grantor or to impose any duties on Secured Party that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Secured Party shall not be required to make any demand upon, or delay pursue or exhaust any of Agent its rights or remedies against, Grantor, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Secured Party shall not be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its rights hereunder or under the Working Capital Note shall be cumulative. To the extent it may lawfully do so, Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuingcontinuing and, Agent subject only to any required notice provided in the Orders, the Lender may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other rights or remedies afforded under any agreementLoan Document, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights Without limiting the generality of the foregoing, the Grantor expressly agrees that, during any such occurrence and remedies include the rights to (i) take possession continuance of any Collateral; Event of Default (iisubject only to any required notice provided in the Orders), the Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) require Grantors to assemble or upon the Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable Requirements of Law), may forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at Grantors’ expensepublic or private sale or sales, at any exchange or broker’s board or at any of the Lender’s offices or elsewhere at such prices at it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption the Grantor hereby releases. The Grantor further agrees that, during any such occurrence and continuance of any Event of Default (subject only to any required notice provided in the Orders), at the Lender’s request, it shall assemble the Collateral and make it available to Agent the Lender at a place designated by Agent; (iii) enter any places the Lender shall reasonably select, whether at the Grantor’s premises where Collateral is located and store Collateral on such premises until sold (and if or elsewhere. The Lender shall apply the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Lender in its then conditionconnection therewith, or including attorney’s fees and expenses), to the Obligations in any order deemed appropriate by the Lender, the Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Lender of any further manufacturing or processing thereof, at public or private sale, with such notice as may be other amount required by Applicable any provision of law, need the Lender account for the surplus, if any, to the Grantor. To the maximum extent permitted by applicable Requirements of Law, in lots the Grantor waives all claims, damages, and demands against the Lender and the Lenders arising out of the repossession, retention or in bulk, at sale of the Collateral except such locations, all as Agent, in its sole discretion, deems advisablearise out of the gross negligence or willful misconduct of the Lender. Each The Grantor agrees that 10 days the Lender need not give more than ten (10) days’ notice to the Borrower (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to the Borrower at its address referred to in Section 11.7 (Notices, Etc.)) of the time and place of any proposed public sale or other of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral by Agent shall be reasonable. Agent shall have are insufficient to pay all amounts to which the right to conduct such sales on any Grantor’s premisesLender is entitled, without charge, the Grantor also being liable for the fees and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose expenses of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted attorneys employed by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each The Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable lawRequirements of Law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent the Lender may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event the Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Lender’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Lender, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent The Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease use any Grantor’s premises without charge for such time or otherwise dispose of any Collateral for cash, credit times as the Lender deems necessary or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationsadvisable. (b) Each Grantor further agrees, at the Lender’s request, to assemble the Collateral of such Grantor and make it available to the Lender at a place or places designated by the Lender which are reasonably convenient to the Lender and such Grantor, whether at such Grantor’s premises or elsewhere. Until the Lender is able to effect a sale, lease, or other disposition of Collateral, the Lender shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Lender. The Lender shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Lender. The Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Lender’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. The Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the Lender of any other amount required by any provision of law, need the Lender account for the surplus, if any, to the Grantors. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that 10 days prior notice by the Lender of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees or other expenses incurred by the Lender to collect such deficiency. (c) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (cd) All covenantsTo the extent that applicable law imposes duties on the Lender to exercise remedies in a commercially reasonable manner, conditionseach Grantor acknowledges and agrees that it is not commercially unreasonable for the Lender (i) to fail to incur expenses reasonably deemed significant by the Lender to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Lender against risks of loss, collection or disposition of Collateral or to provide to the Lender a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Lender in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 20(d) is to provide non-exhaustive indications of what actions or omissions by the Lender would not be commercially unreasonable in the Lender’s exercise of remedies against the Collateral and that other actions or omissions by the Lender shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 20(d). Without limitation upon the foregoing, nothing contained in this Section 20(d) shall be construed to grant any rights to any Grantor or to impose any duties on the Lender that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms absence of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsSection 23(d).

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Term Loan Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the NY UCC. Such rights Without limiting the generality of the foregoing, each Grantor expressly agrees that if an Event of Default has occurred and remedies include the rights to (i) take possession is continuing Collateral Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale and except for notices required under the Loan Documents, if any) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the NY UCC and other applicable law), and make it available to Agent at a place designated by Agent; may (iiiA) forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store opportunity for a hearing on Collateral on such premises until sold Agent’s claim or action, (B) collect, receive, assemble, process, appropriate and if realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not to charge for such storage); and (ivC) forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Collateral Agent 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, without chargeeach Grantor further agrees, at Collateral Agent’s request, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Collateral Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, Collateral Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies without prior notice or hearing as to such appointment. Collateral Agent shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Secured Obligations as provided in Section 10 of this Security Agreement, and only after so paying over such net proceeds, and after the payment by Collateral Agent may purchase of any other amount required by any provision of law, need Collateral at public orAgent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase price, may set off the amount of such price against the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent to collect such deficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (other than any notice required under the Loan Documents, if any) (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsCollateral Agent shall not be required to make any demand upon, conditionsor pursue or exhaust any of its rights or remedies against, provisionsany Grantor, warrantiesany other obligor, guarantiesguarantor, indemnities and other undertakings of Grantors contained in this Security Agreement Grantor or any other Person with respect to the Loan Documents are cumulative and not in derogation or substitution payment of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, Secured Obligations or to exercise pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Collateral Agent shall not be required to marshal the Collateral or otherwiseany guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Collateral Agent until after the Termination Date, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Default or Event of Default shall have occurred occur and be continuing, Agent may may, and shall at the request of the Required Holders, exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing, at equity or otherwiserelating to the Secured Obligations, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other person (all and each of which demands, advertisements, and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate, and realize upon the Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver such Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Agent's offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Agent 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 such Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Each Grantor further agrees, at Agent's request, to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent at a place designated by Agent; (iii) enter any places that Agent shall reasonably select, whether at such Grantor's premises where Collateral is located and store Collateral on such premises until sold (and if or elsewhere. The Agent shall apply the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose net proceeds of any Collateral in its then conditionsuch collection, recovery, receipt, appropriation, realization, or after any further manufacturing or processing thereof, at public or private sale, with as provided in SECTION 8(D) hereof, such notice as may be Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Agent of any other amount required by Applicable Lawany provision of law, in lots or in bulkincluding section 9615(a)(3) of the UCC, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by need Agent shall be reasonable. Agent shall have account for the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public orsurplus, if permitted by lawany, private sale and, in lieu of actual payment of the purchase price, may set off the amount of to such price against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to Grantor. To the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditionseach Grantor waives all claims, provisionsdamages, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of demands against Agent and Lenders are cumulativeHolders arising out of the repossession, may be exercised at any time and from time to timeretention, concurrently or in any order, and shall not be exclusive sale of any other rights the Collateral except such as arise out of the gross negligence or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay willful misconduct of Agent or any Lender Holder. Each Grantor agrees that the Agent need not give more than ten (10) days' notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or such Grantor at its address referred to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.in

REMEDIES; RIGHTS UPON DEFAULT. (a) If Upon an Event of Default, each Grantor shall promptly at the request of Purchaser take all necessary or advisable actions to cause Purchaser’s Liens on the Collateral to be reflected on all certificates of title covering all Equipment owned by such Grantor and take all other necessary or advisable actions to perfect Purchaser’s Lien on any Collateral. (b) In addition to all other rights and remedies granted to it under the law (and at equity), any Transaction Document or any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have has occurred and be is continuing, Agent Purchaser may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Purchaser, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Purchaser’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Purchaser 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Purchaser shall have the right to conduct such sales on any such Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease use such Grantor’s premises without charge for such time or otherwise dispose of any Collateral for cash, credit times as Purchaser deems necessary or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationsadvisable. (bc) If an Event of Default occurs, each Grantor further agrees, at Purchaser’s request, to assemble the Collateral and make it available to Purchaser at places which Purchaser shall select, whether at such Grantor’s premises or elsewhere. Until Purchaser is able to effect a sale, lease, or other disposition of the Collateral, Purchaser shall have the right to hold or use the Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by Purchaser. Purchaser shall have no obligation to such Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to the Collateral while the Collateral is in the possession of Purchaser. Purchaser may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Collateral and to enforce any of Purchaser’s remedies, with respect to such appointment without prior notice or hearing as to such appointment. Purchaser shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations, as provided in the Purchase Agreement, and only after so paying over such net proceeds, and after the payment by Purchaser of any other amount required by any provision of law, need Purchaser account for the surplus, if any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Purchaser arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Purchaser. Each Grantor agrees that ten (10) days prior notice by Purchaser of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any reasonable attorneys’ fees or other expenses incurred by Purchaser to collect such deficiency. (d) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) a. If any Event of Default shall have occurred occur and be continuing, Agent Lender may exercise in addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Secured Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor notice and store Collateral opportunity for a hearing on such premises until sold (Lender's claim or action, and if the premises are owned or leased by a without paying rent to Grantor, Grantors agree not and collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange or broker's board or at any of Lender's offices or elsewhere at such notice prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, 's premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Grantor's premises without charge for such sales for such time or times as Lender deems necessary or advisable. b. Grantor further agrees, lease at Lender's request, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at Grantor's premises or otherwise dispose elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to use or operate Collateral on behalf of Lender, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no 127 obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender's remedies with respect to such appointment without prior notice or hearing. Lender shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(e) hereof, such Grantor remaining liable for cash, credit or any combination thereofdeficiency remaining unpaid after such application, and Agent may purchase only after so paying over such net proceeds and after the payment by Lender of any Collateral at public orother amount required by any provision of law, including section 9-504(1)(c) of the UCC (but only after Lender has received what Lender considers reasonable proof of a subordinate party's security interest), need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or wilful misconduct of such party. Grantor agrees that five (5) days' prior notice by Lender of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all amounts to which Lender is entitled, may set off the amount of Grantor also being liable for any attorneys' fees incurred by Lender to collect such price against the Secured Obligationsdeficiency. (b) c. Grantor agrees to pay any and all costs of Lender, including, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. d. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantse. The proceeds of any sale, conditions, provisions, warranties, guaranties, indemnities and disposition or other undertakings of Grantors contained in this Security Agreement realization upon all or any other part of the Loan Documents are cumulative and not Collateral shall be distributed by Lender, upon receipt, in derogation or substitution accordance with the provisions of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwiseCredit Agreement. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred and be continuing, Collateral Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, and make it available to Collateral Agent at a place designated by Collateral Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Collateral Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Collateral Agent shall be reasonable. Collateral Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Collateral Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Collateral Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent, Collateral Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent, Collateral Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent, Collateral Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, subject to the terms of the Note Purchase Agreement, Agent may shall exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Secured Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon any Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Agent's offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Agent 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Each Grantor further agrees, at Agent's request, to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by places which Agent shall be reasonablereasonably select, whether at any Grantor's premises or elsewhere. Agent shall have apply the right to conduct net proceeds of any such sales on collection, recovery, receipt, appropriation, realization or sale, as provided in Section 7(d) hereof, all Grantors remaining liable for any Grantor’s premises, without chargedeficiency remaining unpaid after such application, and only after so paying over such sales may be adjourned from time to time in accordance with Applicable Law. net proceeds and after the payment by Agent shall have the right to sell, lease or otherwise dispose of any Collateral other amount required by any provision of law, including section 9-504(1)(c) of the Code, need Agent account for cash, credit or any combination thereof, and Agent may purchase any Collateral at public orthe surplus, if any, to such Grantor. To the maximum extent permitted by applicable law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations.each Grantor waives (b) Except as otherwise specifically provided hereinEach Grantor also agrees to pay all costs of Agent including, each without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (c) Each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (cd) All covenantsAfter payment in full of the Senior Loans, conditionsthe Proceeds of any sale, provisions, warranties, guaranties, indemnities and disposition or other undertakings of Grantors contained in this Security Agreement realization upon all or any other part of the Loan Documents are cumulative and not Collateral (including real property) shall be distributed by Agent in derogation or substitution the following order of each other. In particularpriorities: first, to Agent in an amount sufficient to pay in full the rights and remedies expenses of Agent in connection with such sale, disposition or other realization, including all reasonable expenses, liabilities and Lenders are cumulativeadvances incurred or made by Agent in connection therewith, may be exercised at any time including, without limitation, attorney's fees; second, to Agent and from time such other holders, if any, of the Subordinated Notes in an amount equal to timethe then unpaid principal of and accrued interest and prepayment premiums, concurrently or in any orderif any, on the Secured Obligations applicable to the Subordinated Notes, and if such Proceeds shall not be exclusive of any other rights or remedies that insufficient to pay in full such amount, then to Agent and Lenders may havesuch other holders, whether under any agreementif any, by lawof the Subordinated Notes ratably in accordance with the then unpaid amounts thereof owing to Agent and each such holder; and finally, at equity or otherwise. (d) The failure or delay upon payment in full of Agent or any Lender all of the Secured Obligations, to require strict performance by Grantors with any terms of this Security Agreement or pay to the Loan DocumentsGrantors, or to exercise any rights their representatives or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment court of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationscompetent jurisdiction may direct, any surplus then remaining from such Proceeds.

REMEDIES; RIGHTS UPON DEFAULT. (a) If 7.1 In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent Lender may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode, subject to Section 7.3 hereof. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Lender’s claim or action, and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Grantor’s premises without charge for such time or times as Lender deems necessary or advisable. Grantor further agrees, lease at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall select, whether at Grantor’s premises or otherwise dispose elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof; to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Obligations as provided in the Credit Agreement, and Agent may purchase only after so paying over such net proceeds, and after the payment by Lender of any Collateral at public orother amount required by any provision of law, need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days prior notice by Lender of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys’ fees and other expenses incurred by Lender to collect such price against the Secured Obligationsdeficiency. (b) 7.2 Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. 7.3 Notwithstanding any other provision of this Security Agreement, if a Default or an Event of Default is a payment default, a Default or an Event of Default with respect to Sections 4.20, 6.10 or 7.2 of the Credit Agreement; a Default or an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Default or Event of Default solely with respect to a particular Liquidation Loan (c) All covenantsother than a Default or an Event of Default that is the result of any fraud, conditionsacts in bad faith or intentional breach by Grantor), provisions, warranties, guaranties, indemnities then Lender may exercise the rights and other undertakings of Grantors contained remedies in this Security Agreement that are conditioned upon the occurrence or any other the Loan Documents are cumulative and not in derogation continuance of a Default or substitution an Event of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies Default only with respect to such Liquidation Loan and the Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationsrelated thereto.

REMEDIES; RIGHTS UPON DEFAULT. (a) a. If any Event of Default shall have occurred occur and be continuing, Agent Lender may exercise any in addition to all other rights and remedies granted to it under this Security Agreement, the Original Credit Agreement, the First Amended Credit Agreement, the Second Amended Credit Agreement, the Third Amended Credit Agreement or remedies afforded under any agreementof the other Documents evidencing any loan obligations from Grantor to Lender, by lawor agreement securing, at equity evidencing or otherwiserelating to the Secured Obligations, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor notice and store Collateral opportunity for a hearing on such premises until sold (Lender’s claim or action, and if the premises are owned or leased by a without paying rent to Grantor, Grantors agree not and collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange or broker’s board or at any of Lender’s offices or elsewhere at such notice prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Grantor’s premises without charge for such sales for such time or times as Lender deems necessary or advisable. b. Grantor further agrees, lease at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at Grantor’s premises or otherwise dispose elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to use or operate Collateral on behalf of Lender, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies with respect to such appointment without prior notice or hearing. Lender shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(e) hereof, such Grantor remaining liable for cash, credit or any combination thereofdeficiency remaining unpaid after such application, and Agent may purchase only after so paying over such net proceeds and after the payment by Lender of any Collateral at public orother amount required by any provision of law, including section 9-504(1)(c) of the UCC (but only after Lender has received what Lender considers reasonable proof of a subordinate party’s security interest), need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of such party. Grantor agrees that five (5) days’ prior notice by Lender of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all amounts to which Lender is entitled, may set off the amount of Grantor also being liable for any attorneys’ fees incurred by Lender to collect such price against the Secured Obligationsdeficiency. (b) c. Grantor agrees to pay any and all costs of Lender, including, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. d. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantse. The proceeds of any sale, conditions, provisions, warranties, guaranties, indemnities and disposition or other undertakings of Grantors contained in this Security Agreement realization upon all or any part of the Collateral shall be distributed by Lender, upon receipt, in accordance with the provisions of the Third Amended Credit Agreement. f. From and after the occurrence and during the continuation of an Event of Default, Lender may, at its sole discretion, contact any and all Federal, state, or other governmental or regulatory agencies with any jurisdiction over Grantor, with respect to the Loan Documents are cumulative and not in derogation possibility that Lender may take over the operation of any Grantor’s business, or substitution the possibility that Lender may take possession of each other. In particularor liquidate any or all of the Collateral. g. Grantor acknowledges that Lender shall be entitled to independently, but without duplication, exercise the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether Lender exercisable for their benefit under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsAgreement.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, the Agent may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other rights or remedies afforded under any agreementLoan Document, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Loan Party expressly agrees that in any such event the Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) require Grantors to assemble or upon such Loan Party or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give an option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private sale, with such notice as may be required by Applicable Law, in lots sale or in bulksales, at any exchange or broker's board or at any of the Agent's offices or elsewhere at such locationsprices at it may deem best, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice for cash or on credit or for future delivery without assumption of any proposed sale or other disposition of Collateral by Agent shall be reasonablecredit risk. The Agent shall have the right upon any such public sale or sales to conduct purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Loan Party hereby releases. Each Loan Party further agrees, at the Agent's request, to assemble the Collateral make it available to the Agent at places which the Agent shall reasonably select, whether at such sales on Loan Party's premises or elsewhere. The Agent shall apply the proceeds of any Grantor’s premisessuch collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Agent in connection therewith, including, without chargelimitation, attorney's fees and expenses), to the Obligations in any order deemed appropriate by the Agent, such Loan Party remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such sales may be adjourned from time to time in accordance with Applicable Law. net proceeds and after the payment by the Agent shall have the right to sell, lease or otherwise dispose of any Collateral other amount required by any provision of law, including Section 9-504(l)(c) of the UCC, need the Agent account for cashthe surplus, credit or any combination thereofif any, to such Loan Party. To the maximum extent permitted by applicable law, each Loan Party waives all claims, damages, and demands against the Agent may purchase and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Agent. Each Loan Party agrees that the Agent need not give more than seven (7) days' notice to the Borrower (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to the Borrower at its address referred to in Section 11.02) of the time and place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place and that such notice is reasonable notification of actual payment such matters. The Borrower and the other Loan Parties shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all amounts to which the Agent is entitled, may set off the amount Borrower and the other Loan Parties also being liable for the fees and expenses of any attorneys employed by the Agent to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor Each Loan Party hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) Upon the occurrence of any Event of Default, Administrative Agent or Administrative Agent's designee may, at Administrative Agent's option, elect to become a substituted member in the Company with respect to the Pledged Collateral and Grantor shall execute or cause to be executed all documents necessary to evidence Administrative Agent (on behalf of Lenders) so becoming a substituted member. If any Event of Default shall have occurred and be continuingoccur, Administrative Agent or Administrative Agent's designee may exercise in addition to all other rights and remedies granted to them in this Assignment and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Secured Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Administrative Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Pledged Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, at public or private salesale or sales, with at any exchange or broker's board or at any of Administrative Agent's offices or elsewhere at such notice prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. Grantor expressly acknowledges that private sales may be required less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. In view of the fact that federal and state securities laws and/or other applicable laws may impose certain restrictions on the method by Applicable Lawwhich a sale of the Pledged Collateral may be effected, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice upon the occurrence of an Event of Default, Administrative Agent may, from time to time, attempt to sell all or any proposed sale or other disposition part of the Pledged Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution and who otherwise satisfy all of the requirements of applicable federal and state securities laws. In so doing, Administrative Agent may solicit offers to buy the Pledged Collateral, or any part thereof, for cash, from a limited number of investors deemed by Administrative Agent in its judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral, and if Administrative Agent solicits such offers, then the acceptance by Administrative Agent of the highest offer obtained therefrom shall be reasonabledeemed to be a commercially reasonable method of disposing of the Pledged Collateral. Administrative Agent or Administrative Agent's designee shall have the right upon any such public sale or sales, and, to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if extent permitted by law, upon any such private sale andor sales, to purchase the whole or any part of said Pledged Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at the request of Administrative Agent, to assemble the Pledged Collateral and make it available to Administrative Agent at places which Administrative Agent shall reasonably select, whether at Grantor's premises or elsewhere. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in lieu Section 10(c) of actual this Assignment. Only after so paying over such net proceeds and after the payment by Administrative Agent of any other amount required by any provision of law, including Section 9‑615(a)(3) of the purchase priceCode (or any other then‑applicable provision of the Code), need Administrative Agent account for the surplus, if any, to Grantor. To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Administrative Agent and Lenders arising out of the disposition, repossession, retention or sale of the Pledged Collateral except in each case such as arise out of the gross negligence or willful misconduct of Administrative Agent or Lenders. Grantor agrees that Administrative Agent need not give more than ten (10) days notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at Grantor's address referred to in Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may set off the amount take place and that such notice is reasonable notification of such price against matters. Grantor also agrees to pay all costs of Administrative Agent and Lenders, including reasonable attorneys' fees and expenses, incurred with respect to the enforcement, retaking, holding, preparing for disposition, processing and disposing of the Pledged Collateral, the collection of any of the Secured ObligationsObligations or the enforcement of any of Administrative Agent's and Lenders' rights hereunder. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, or protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement Assignment or any Pledged Collateral. Except for notices provided for herein, Grantor hereby waives notice (to the extent permitted by applicable law) of any kind in connection with this Assignment. (c) All covenantsThe proceeds of any sale, conditionsdisposition or other realization upon all or any part of the Pledged Collateral shall be distributed by Lender in accordance with Section 8.03 of the Credit Agreement. Grantor agrees to indemnify and hold harmless Administrative Agent and Lenders, provisionstheir respective affiliates, warrantiesshareholders, guarantiespartners, indemnities members, directors, officers, employees, agents, successors and other undertakings assigns, and each of Grantors contained them, from and against any and all liabilities, obligations, claims, causes of action, losses, damages, costs and expenses (including reasonable attorneys' fees and expenses) incurred by any of them arising out of or by reason of (i) Administrative Agent's exercise (on behalf of Lenders) of remedies under this Assignment and the Code in a manner consistent with this Assignment and applicable law, or (ii) claims against Administrative Agent or Lenders by third parties arising out of or by reason of the Collateral or Lender's interest therein (but only until foreclosure hereunder except in each case resulting from the gross negligence of willful misconduct of Administrative Agent or Lenders). Administrative Agent will promptly give Grantor written notice of the assertion of any claim which it believes is subject to the indemnity set forth in this Security Agreement or any other Section 10 and will upon the Loan Documents are cumulative and not request of Grantor promptly furnish Grantor with all material in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time its possession relating to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement such claim or the Loan Documents, or defense thereof to exercise any rights or remedies the extent Administrative Agent may do so without breach of duty to others and will cooperate with respect Grantor in the defense of the claim. Any amounts properly due under this Section 10 shall be payable to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsAdministrative Agent immediately upon demand.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Note Purchase Agreements, the other Operative Agreements and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent (at the direction of the Required Holders) may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived as to Grantors to assemble Collateralthe maximum extent permitted by the Code and other applicable law), at Grantors’ expense, and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store opportunity for a hearing on the Collateral on such premises until sold (Agent's claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Purchaser 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 for the benefit of the Collateral Agent and the Purchasers, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of The Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premises's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as the Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continued, without chargeeach Grantor further agrees, at the Collateral Agent's request, to assemble the Collateral and make it available to the Collateral Agent at a place or places designated by the Collateral Agent which are reasonably convenient to the Collateral Agent and such sales may be adjourned from time Grantor, whether at such Grantor's premises or elsewhere. Until the Collateral Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent's remedies (for the benefit of the Collateral Agent and the Purchasers), with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Note Purchase Agreement, and only after so paying over such net proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for cashthe surplus, credit if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any combination thereofPurchaser arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Purchaser as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by the Collateral Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off including any attorneys' fees and other expenses incurred by the amount of Collateral Agent or any Purchaser to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that applicable law imposes duties on the Collateral Agent to exercise remedies in a commercially reasonable manner, conditionseach Grantor acknowledges and agrees that it is not commercially unreasonable for the Collateral Agent (i) to fail to incur expenses reasonably deemed significant by the Collateral Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Collateral Agent against risks of loss, collection or disposition of Collateral or to provide to the Collateral Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Collateral Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Collateral Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 8(c) is to provide non-exhaustive indications of what actions or omissions by the Collateral Agent would not be commercially unreasonable in the Collateral Agent's exercise of remedies against the Collateral and that other actions or omissions by the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 8(c). Without limitation upon the foregoing, nothing contained in this Section 8(c) shall be construed to grant any rights to any Grantor or to impose any duties on the Collateral Agent that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 8(c). (d) The failure Neither the Collateral Agent nor the Purchasers shall be required to make any demand upon, or delay pursue or exhaust any of Agent their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither the Collateral Agent nor the Purchasers shall be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Operative Agreement shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Collateral Agent or any Purchaser, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred and be continuingoccur, Agent Lender or Lender's designee may exercise in addition to all other rights and remedies granted to them in this Pledge and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Liabilities, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, assign, give option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Pledged Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, at public or private salesale or sales, with at any exchange or broker's board or at any of Lender's offices or elsewhere at such notice prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. Grantor expressly acknowledges that private sales may be required less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. In view of the fact that federal and state securities laws and/or other applicable laws may impose certain restrictions on the method by Applicable Lawwhich a sale of the Pledged Collateral may be effected, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice during the continuance of an Event of Default, Lender may, from time to time, attempt to sell all or any proposed sale or other disposition part of the Pledged Collateral by Agent means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution and who otherwise satisfy all of the requirements of applicable federal and state securities laws. In so doing, Lender may solicit offers to buy the Pledged Collateral, or any part thereof, for cash, from a limited number of investors deemed by Lender in its judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral, and if Lender solicits such offers, then the acceptance by Lender of the highest offer obtained therefrom shall be reasonabledeemed to be a commercially reasonable method of disposing of the Pledged Collateral. Agent Lender or Lender's designee shall have the right upon any such public sale or sales, and, to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if extent permitted by law, upon any such private sale andor sales, in lieu to purchase the whole or any part of actual payment said Pledged Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at the request of Lender, to deliver to Lender or any purchaser or purchasers of the purchase pricePledged Collateral any agreements, instruments and other documents evidencing or relating to the Pledged Collateral. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 10(d) of this Pledge. Only after so applying such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9-504(1)(c) of the Code, need Lender account for the surplus, if any, to Grantor. To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Pledged Collateral. Grantor agrees that Lender need not give more than ten (10) days' notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantor at Grantor's addresses referred to in Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may set off the amount take place and that such notice is reasonable notification of such price against the Secured Obligationsmatters. (b) Except as otherwise specifically provided hereinGrantor also agrees to pay all costs of Lender, each including reasonable attorneys' fees and expenses, incurred with respect to the collection of any of the Liabilities or the enforcement of any of Lender's rights hereunder. (c) Grantor hereby waives presentment, demand, or protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement Pledge or any Pledged Collateral. . Except for notices expressly provided for herein, Grantor hereby waives notice (cto the extent permitted by applicable law) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisekind in connection with this Pledge. (d) The failure proceeds of any sale, disposition or delay of Agent other realization upon all or any part of the Pledged Collateral shall be distributed by Lender in the following order of priorities: first, to require strict performance Lender in an amount sufficient to pay in full the expenses of Lender in connection with such sale, disposition or other realization, including all expenses, liabilities and advances incurred or made by Grantors Lender in connection therewith, including reasonable attorneys' fees and expenses; second, to Lender, until the other Liabilities are paid in full; and finally, upon payment in full of all of the Liabilities, to Grantor, or their representative or as a court of competent jurisdiction may direct. Grantor agrees to indemnify and hold harmless Lender, its directors, officers, employees, agents and parent, and subsidiary corporations, and each of them, from and against any and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Pledge or the consummation of the transactions contemplated by this Pledge and to pay or reimburse Lender for the fees and disbursements of counsel incurred in connection with any terms investigation, litigation or other proceedings (whether or not Lender is a party thereto) arising out of or by reason of any of the aforesaid, except to the extent any such liability, obligation, claim, damage or expense results from the gross negligence or willful misconduct of such indemnified party. Any amounts properly due under this Security Agreement or the Loan Documents, or Section 10 shall be payable to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsLender immediately upon demand.

REMEDIES; RIGHTS UPON DEFAULT. (a) a. If any Event of Default shall have occurred occur and be continuing, Agent Lender may exercise any in addition to all other rights and remedies granted to it under this Security Agreement, the Original Credit Agreement, the First Amended Credit Agreement, the Second Amended Credit Agreement, the Third Amended Credit Agreement, the Fourth Amended Credit Agreement or remedies afforded under any agreementof the other Documents evidencing any loan obligations from Grantor to Lender, by lawor agreement securing, at equity evidencing or otherwiserelating to the Secured Obligations, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor notice and store Collateral opportunity for a hearing on such premises until sold (Lender’s claim or action, and if the premises are owned or leased by a without paying rent to Grantor, Grantors agree not and collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange or broker’s board or at any of Lender’s offices or elsewhere at such notice prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Grantor’s premises without charge for such sales for such time or times as Lender deems necessary or advisable. b. Grantor further agrees, lease at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at Grantor’s premises or otherwise dispose elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to use or operate Collateral on behalf of Lender, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies with respect to such appointment without prior notice or hearing. Lender shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(e) hereof, such Grantor remaining liable for cash, credit or any combination thereofdeficiency remaining unpaid after such application, and Agent may purchase only after so paying over such net proceeds and after the payment by Lender of any Collateral at public orother amount required by any provision of law, including section 9-504(1)(c) of the UCC (but only after Lender has received what Lender considers reasonable proof of a subordinate party’s security interest), need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of such party. Grantor agrees that five (5) days’ prior notice by Lender of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all amounts to which Lender is entitled, may set off the amount of Grantor also being liable for any attorneys’ fees incurred by Lender to collect such price against the Secured Obligationsdeficiency. (b) c. Grantor agrees to pay any and all costs of Lender, including, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. d. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantse. The proceeds of any sale, conditions, provisions, warranties, guaranties, indemnities and disposition or other undertakings of Grantors contained in this Security Agreement realization upon all or any part of the Collateral shall be distributed by Lender, upon receipt, in accordance with the provisions of the Fourth Amended Credit Agreement. f. From and after the occurrence and during the continuation of an Event of Default, Lender may, at its sole discretion, contact any and all Federal, state, or other governmental or regulatory agencies with any jurisdiction over Grantor, with respect to the Loan Documents are cumulative and not in derogation possibility that Lender may take over the operation of any Grantor’s business, or substitution the possibility that Lender may take possession of each other. In particularor liquidate any or all of the Collateral. g. Grantor acknowledges that Lender shall be entitled to independently, but without duplication, exercise the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether Lender exercisable for their benefit under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsAgreement.

REMEDIES; RIGHTS UPON DEFAULT. (a) In addition to all other rights and remedies granted to it under this Security Agreement, the Senior Secured Note Agreement, the other Senior Note Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing (beyond any applicable cure or grace period), Purchaser may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantor expressly agrees that in any such event Purchaser, without notice except as specified below and without any obligation to prepare or process the Collateral for sale, (i) sell the Collateral or any part thereof in one or more parcels at public or private sale, at any of Purchaser’s offices or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Purchaser may deem commercially reasonable and/or (ii) lease, license or dispose of the Collateral or any part thereof upon such terms as the Purchaser may deem commercially reasonable. To the extent deemed appropriate by the Purchaser, Purchaser may, at the sole cost of the Guarantors, obtain the services of brokers, investment bankers, consultants and other professionals to assist Purchaser in the collection or disposition of any of the Collateral. Grantor agrees that, to the extent notice of sale or any other disposition of the Collateral shall be required by law, at least ten (10) days’ notice to Grantor of the time and place of any public sale or the time after which any private sale or other disposition of the Collateral is to be made shall constitute reasonable notification. Purchaser shall not be obligated to make any sale or other disposition of Collateral regardless of notice of sale having been given. Purchaser may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. Grantor hereby waives any claims against the Purchaser arising by reason of the fact that the price at which the Collateral may have been sold at a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations. Grantor hereby acknowledges that (a) any such sale of the Collateral by Purchaser shall be made without warranty, (b) Purchaser may specifically disclaim any warranties of title, possession, quiet enjoyment or the like, and (c) such actions set forth in clauses (a) and (b) above shall not adversely effect the commercial reasonableness of any such sale of the Collateral. If any Event of Default shall have occurred and be continuingcontinuing (beyond any applicable grace or cure period), Agent may exercise any other rights or remedies afforded under any agreement, by lawGrantor further agrees, at equity or otherwisePurchaser’s request, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent Purchaser at a place or places designated by Agent; (iii) enter any premises where Collateral is located Purchaser which are reasonably convenient to Purchaser and store Collateral on such premises until sold (and if the premises are owned or leased by a Grantor, Grantors agree not whether at Grantor’s premises or elsewhere. Until Purchaser is able to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private effect a sale, with such notice as may be required by Applicable Lawlease, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Collateral, Purchaser shall have the right to conduct hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Purchaser. Purchaser shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Purchaser. Purchaser may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Purchaser’s remedies, with respect to such sales on appointment without prior notice or hearing as to such appointment. Purchaser shall apply the net proceeds of any Grantor’s premisessuch collection, without chargerecovery, receipt, appropriation, realization or sale to the Obligations as provided in the Senior Secured Note Agreement, and only after so paying over such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have net proceeds, and after the right to sell, lease or otherwise dispose payment by Purchaser of any Collateral other amount required by any provision of law, need Purchaser account for cashthe surplus, credit or any combination thereofif any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment demands against Purchaser arising out of the purchase pricerepossession, may set off retention or sale of the amount Collateral except such as arise solely out of the gross negligence or willful misconduct of Purchaser as finally determined by a court of competent jurisdiction. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any reasonable out-of-pocket attorneys’ fees and other expenses incurred by Purchaser to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsPurchaser shall not be required to make any demand upon, conditionsor pursue or exhaust any of its rights or remedies against, provisionsGrantor, warrantiesany other obligor, guarantiesguarantor, indemnities and other undertakings of Grantors contained in this Security Agreement pledgor or any other Person with respect to the Loan Documents are cumulative and not in derogation or substitution payment of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Purchaser shall not be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and its rights hereunder or under any other Senior Note Document shall be cumulative. To the extent it may lawfully do so, Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against Purchaser, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, the Administrative Agent may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other rights or remedies afforded under any agreementLoan Document, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) require Grantors to assemble or upon such Grantor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give an option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange or broker's board or at any of the Administrative Agent's offices or elsewhere at such notice prices as it may be deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the proceeds of any such collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Administrative Agent in connection therewith, including attorney's fees and expenses), to the Obligations in any order deemed appropriate by the Administrative Agent, such Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Administrative Agent of any other amount required by Applicable Lawany provision of law need the Administrative Agent account for the surplus, in lots if any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or in bulk, at sale of the Collateral except such locations, all as arise out of the gross negligence or willful misconduct of the Administrative Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days the Administrative Agent need not give more than seven days' notice to the Borrower (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to the Borrower at its address referred to in Section 13.8) of the time and place of any proposed public sale or other of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral by are insufficient to pay all amounts to which the Administrative Agent shall be reasonable. Agent shall have is entitled, the right to conduct such sales on any Grantor’s premises, without charge, Grantors also being liable for the fees and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose expenses of any Collateral for cash, credit or any combination thereof, and attorneys employed by the Administrative Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Indenture, the other Security Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent, the Trustee or any Holder 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 for the benefit of Agent, the Trustee and Holders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any the Grantors’ premises or elsewhere and shall have the right to use the Grantors’ premises without charge for such time or times as Agent deems necessary or advisable. (b) Each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and Grantor, whether at such Grantor’s premisespremises or elsewhere. Until Agent is able to effect a sale, without chargelease, and such sales may be adjourned from time to time in accordance with Applicable Law. or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose of any Collateral for cash, credit or any combination part thereof, and to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent may purchase shall have no obligation to any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of Grantor to maintain or preserve the purchase price, may set off the amount rights of such price Grantor as against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies third parties with respect to Collateral or otherwisewhile Collateral is in the possession of Agent. Agent may, shall not operate as a waiver thereof nor as establishment if it so elects, seek the appointment of a course receiver or keeper to take possession of dealing. All rights Collateral and to enforce any of Agent’s remedies shall continue in full force (for the benefit of Agent, the Trustee and effect until Full Payment of all Secured Obligations.Holders), with respect to such appointment without prior notice or hearing as to such

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the Other Documents and under any other instrument or agreement securing, evidencing, or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement, or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon any Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements, and make it available notices are hereby expressly waived to Agent at a place designated the maximum extent permitted by Agent; (iii) the UCC and other Applicable Law), may forthwith enter upon the premises of any premises Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate, and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent or such Lenders, the whole or any part of said Collateral so sold, free of any right, or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any each Grantor’s premisespremises or elsewhere and shall have the right to use each Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, without chargeeach Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of the Collateral, Agent shall have the right to sellhold or use the Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to the Collateral while the Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of the Collateral and to enforce any of Agent’s remedies (for cashthe benefit of Agent and the Lenders) with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any such collection, credit recovery, receipt, appropriation, realization, or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for the surplus, if any, to any Grantor. To the maximum extent permitted by Applicable Law, any Grantor waives all claims, damages, settlements, and demands against Agent arising out of the repossession, retention, or sale of the Collateral (INCLUDING, WITHOUT LIMITATION, ALL CLAIMS, DAMAGES, SETTLEMENTS, AND DEMANDS ARISING IN WHOLE OR IN PART BASED ON THE NEGLIGENCE OR STRICT LIABILITY OF AGENT OR ANY LENDER) except such as to the extent arise out of the gross negligence, bad faith or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment) of Agent or such Lender as finally determined by a court of competent jurisdiction. any Grantor agrees that ten (10) days prior notice by Agent of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. any Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys’ fees and other expenses incurred by Agent or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each any Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable lawApplicable Law) of any kind (including, without limitation, notice of intent to accelerate and notice of acceleration) in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that Applicable Law imposes duties on Agent to exercise remedies in a commercially reasonable manner, conditionsany Grantor acknowledges and agrees that it is not commercially unreasonable for Agent (i) to fail to incur expenses reasonably deemed significant by Agent to prepare the Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to the Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of the Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other persons obligated on the Collateral or to remove Liens on or any adverse claims against the Collateral, (iv) to exercise collection remedies against Account Debtors and other persons obligated on the Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of the Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as any Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of the Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of the Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession, or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of the Collateral or to provide to Agent a guaranteed return from the collection or disposition of the Collateral, or (xii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist Agent in the collection or disposition of Grantors any of the Collateral. any Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or any other by Applicable Law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Neither Agent nor any Lender shall be required to make any demand upon, or delay pursue or exhaust any of Agent its rights or remedies against, any Grantor, any other obligor, guarantor, pledgor, or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither Agent nor any Lender shall be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its rights hereunder or under any Other Documents shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against Agent or any Lender, any valuation, stay, appraisement, extension, redemption, or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing (including, without limitation, all rights under Chapter 34 of a course the Texas Business and Commerce Code) which, but for this provision, might be applicable to the sale of dealing. All rights and remedies shall continue in full force and effect until Full Payment any Collateral made under the judgment, order, or decree of all Secured Obligationsany court, or privately under the power of sale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Upon and after the occurrence of an Event of Default shall have occurred Default, the Lender may, without demand of performance or other demand, advertisement, or notice of any kind (except the notice specified below of time and be continuing, Agent may exercise place of public or private sale) to or upon the Pledgor or any other rights or remedies afforded under any agreementperson (all of which are, to the extent permitted by law, at equity hereby expressly waived), forthwith realize upon the Pledged Assets or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expensepart thereof, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned may forthwith, or leased by a Grantoragree to, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of and deliver the Pledged Assets or any Collateral part thereof or interest therein, in its then condition, one or after any further manufacturing or processing thereof, more parcels at public or private salesale or sales, with such notice as may be required by Applicable Lawat any exchange, in lots broker's board or in bulkat any of the Lender's offices or elsewhere, at such locationsprices and on such terms as it may deem best, all as Agentfor cash or on credit, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice or for future delivery without assumption of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have credit risk, with the right to conduct the Lender or any purchaser to purchase upon any such sale the whole or any part of the Pledged Assets free of any right or equity of redemption in the Pledgor, which right or equity is hereby expressly waived and released. Notwithstanding the foregoing, the Pledgor recognizes that the Lender may be unable to effect a public sale of all or a part of the Pledged Securities and may be compelled to resort to one or more private sales on to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such capital securities for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any Grantor’s premises, without charge, and such private sales may be adjourned from time at prices and on terms less favorable to time the Lender than those of public sales, and agrees that the sale of the Pledged Securities does not have to be a public sale in accordance with Applicable Law. Agent shall have order to be made in a commercially reasonable manner and that the right Lender has no obligation to sell, lease or otherwise dispose delay sale of any Collateral such Pledged Securities to permit the issuer thereof to register it for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of under the purchase price, may set off the amount of such price against the Secured ObligationsSecurities Act. (b) Except The proceeds of any such disposition or other action by the Lender shall be applied as otherwise specifically provided hereinfollows: (i) First, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted costs and expenses incurred in connection therewith or incidental thereto or to the care or safekeeping of any of the Pledged Assets or in any way relating to the rights of the Lender hereunder, including reasonable attorneys' fees and legal expenses; (ii) Second, to the satisfaction of the Obligations; (iii) Third, to the payment of any other amounts required by applicable law; and (iv) Fourth, to the Pledgor to the extent of any kind in connection with this Security Agreement or any Collateralsurplus proceeds. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings The Lender need not give more than five days' notice of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive place of any other rights public sale or remedies that Agent and Lenders of the time after which a private sale may havetake place, whether under any agreement, by law, at equity or otherwisewhich notice the Pledgor hereby deems reasonable. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon any Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. (b) Each Grantor further agrees, without chargeat Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for cashthe surplus, credit if any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys’ fees or other expenses incurred by Agent or any Lender to collect such price against the Secured Obligationsdeficiency. (bc) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (d) To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Agent (a) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) All covenantsto fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, conditions(d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, provisions(e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 19(d) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 19(d). Without limitation upon the foregoing, nothing contained in this Security Section 19(d) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms absence of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsSection 19(d).

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, the Administrative Agent may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other rights or remedies afforded under any agreementLoan Document, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) require Grantors to assemble or upon such Grantor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give an option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange or broker's board or at any of the Administrative Agent's offices or elsewhere at such notice as prices at it may be deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the proceeds of any such collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Administrative Agent in connection therewith, including, without limitation, attorney's fees and expenses), to the Obligations in any order deemed appropriate by the Administrative Agent, such Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Administrative Agent of any other amount required by Applicable Lawany provision of law, in lots including Section 9-504(l)(c) of the UCC, need the Administrative Agent account for the surplus, if any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or in bulk, at sale of the Collateral except such locations, all as arise out of the gross negligence or willful misconduct of the Administrative Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days the Administrative Agent need not give more than seven (7) days' notice to the Grantors (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to the Borrower at its address referred to in Section 13.8) of the time and place of any proposed public sale or other of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral by are insufficient to pay all amounts to which the Administrative Agent shall be reasonable. Agent shall have is entitled, the right to conduct such sales on any Grantor’s premises, without charge, Grantors also being liable for the fees and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose expenses of any Collateral for cash, credit or any combination thereof, and attorneys employed by the Administrative Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, and subject only to any required notice provided in the Orders, the Administrative Agent may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other rights or remedies afforded under any agreementLoan Document, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Loan Party expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice required by the Orders or the notice specified below of time and place of public or private sale) require Grantors to assemble or upon such Loan Party or any other Person (all and each of which demands, advertisements and/or notices (except the notice required by the Orders or the notice specified below of time and place of public or private sale) are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give an option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private sale, with such notice as may be required by Applicable Law, in lots sale or in bulksales, at any exchange or broker's board or at any of the Administrative Agent's offices or elsewhere at such locationsprices as it may deem best, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice for cash or on credit or for future delivery without assumption of any proposed sale or other disposition of Collateral by Agent shall be reasonablecredit risk. The Administrative Agent shall have the right upon any such public sale or sales to conduct purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Loan Party hereby releases. Each Loan Party further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such sales on Loan Party's premises or elsewhere. The Administrative Agent shall apply the proceeds of any Grantor’s premisessuch collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Administrative Agent in connection therewith, including, without chargelimitation, attorney's fees and expenses), to the Obligations in any order deemed appropriate by the Administrative Agent, such Loan Party remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such sales may be adjourned from time to time in accordance with Applicable Law. net proceeds and after the payment by the Administrative Agent shall have the right to sell, lease or otherwise dispose of any Collateral other amount required by any provision of law, including Section 9-504(l)(c) of the UCC, shall the Administrative Agent account for cashand pay over the surplus, credit or any combination thereofif any, to such Loan Party. To the maximum extent permitted by applicable law, each Loan Party waives all claims, damages, and demands against the Administrative Agent may purchase and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Loan Party agrees that the Administrative Agent need not give more than five days' notice to the Borrower (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to the Borrower at its address referred to in Section 13.8) of the time and place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place and that such notice is reasonable notification of actual payment such matters. The Loan Parties shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all amounts to which the Administrative Agent is entitled, may set off the amount Loan Parties also being liable for the fees and expenses of any attorneys employed by the Administrative Agent to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor Each Loan Party hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) Upon the occurrence of any Event of Default, Lender or Lender’s designee may, at Lender’s option, elect to become the an Interest Holder (or a substituted member subject to the consent requirements set forth in the LLC Agreement) in Issuer with respect to the Pledged Collateral and Grantor shall execute or cause to be executed all documents necessary to evidence Lender so becoming an Interest Holder (or substituted member). If any Event of Default shall have occurred and be continuingoccur, Agent Lender or Lender’s designee may exercise in addition to all other rights and remedies granted to them in this Assignment and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Liabilities, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Pledged Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of Lender’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. Grantor expressly acknowledges that private sales may be less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. In view of the fact that federal and state securities laws and/or other applicable laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected, Grantor agrees that upon the occurrence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Lender may solicit offers to buy the Pledged Collateral, or any part thereof, for cash, from a limited number of investors deemed by Lender in its judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral, and if Lender solicits such offers, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of the Pledged Collateral. Lender or Lender’s designee 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 said Pledged Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at the request of Lender, to assemble Collateral, at Grantors’ expense, the Pledged Collateral and make it available to Agent Lender at places which Lender shall reasonably select, whether at Grantor’s premises or elsewhere. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 10(d) of this Assignment. Only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9-608(1)(C) of the Code, need Lender account for the surplus, if any, to Grantor. To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Pledged Collateral except in each case such as arise out of the gross negligence or willful misconduct of Lender. Any notification of intended disposition of any of the Pledged Collateral required by law will be deemed to be a place designated by Agent; reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Grantor, (ii) describe the Pledged Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Grantormethod of the intended disposition, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose state that Grantor is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale lease or other disposition of the Pledged Collateral by Agent shall be reasonable. Agent shall have the right and has no obligation to conduct provide any warranties at such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationstime. (b) Except as otherwise specifically provided hereinGrantor also agrees to pay all costs of Lender, each including reasonable attorneys’ fees and expenses, incurred with respect to the collection of any of the Liabilities or the enforcement of any of Lender’s rights hereunder. (c) Grantor hereby waives presentment, demand, or protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement Assignment or any Pledged Collateral. . Except for notices provided for herein, Grantor hereby waives notice (cto the extent permitted by applicable law) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisekind in connection with this Assignment. (d) The failure proceeds of any sale, disposition or delay of Agent other realization upon all or any part of the Pledged Collateral shall be distributed by Lender in the following order of priorities: first, to require strict performance Lender in an amount sufficient to pay in full the expenses of Lender in connection with such sale, disposition or other realization, including all expenses, liabilities and advances incurred or made by Grantors Lender in connection therewith, including reasonable attorneys’ fees and expenses; second, to Lender until the other Liabilities are paid in full; and finally, upon payment in full of all of the Liabilities, to Grantor, or its representative or as a court of competent jurisdiction or Grantor may direct. Grantor agrees to indemnify and hold harmless Lender, its directors, managers, officers, employees, agents and parent, and subsidiary corporations, and each of them, from and against any and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Assignment or the consummation of the transactions contemplated by this Assignment and to pay or reimburse Lender for the fees and disbursements of counsel incurred in connection with any terms investigation, litigation or other proceedings (whether or not Lender is a party thereto) arising out of or by reason of any of the aforesaid. Lender will promptly give Grantor written notice of the assertion of any claim which it believes is subject to the indemnity set forth in this Security Agreement Section 10 and will upon the request of Grantor promptly furnish Grantor with all material in its possession relating to such claim or the Loan Documents, or defense thereof to exercise any rights or remedies with respect the extent that Lender may do so without breach of duty to Collateral or otherwise, others. Any amounts properly due under this Section 10 shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationsbe payable to Lender immediately upon demand.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Indenture, the other Indenture Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, continuing Collateral Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the NY UCC. Such rights Without limiting the generality of the foregoing, each Grantor expressly agrees that if an Event of Default has occurred and remedies include the rights to (i) take possession is continuing Collateral Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale and except for notices required under the Security Documents, if any) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the NY UCC and other applicable law), and make it available to Agent at a place designated by Agent; may (iiiA) forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store opportunity for a hearing on Collateral on such premises until sold Agent’s claim or action, (B) collect, receive, assemble, process, appropriate and if realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not to charge for such storage); and (ivC) forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Collateral Agent 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, without chargeeach Grantor further agrees, at Collateral Agent’s request, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Collateral Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, Collateral Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies without prior notice or hearing as to such appointment. Collateral Agent shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Secured Obligations as provided in Section 10 of this Security Agreement, and only after so paying over such net proceeds, and after the payment by Collateral Agent may purchase of any other amount required by any provision of law, need Collateral at public orAgent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase price, may set off the amount of such price against the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent to collect such deficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (other than any notice required under the Indenture Documents, if any) (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsCollateral Agent shall not be required to make any demand upon, conditionsor pursue or exhaust any of its rights or remedies against, provisionsany Grantor, warrantiesany other obligor, guarantiesguarantor, indemnities and other undertakings of Grantors contained in this Security Agreement Grantor or any other Person with respect to the Loan Documents are cumulative and not in derogation or substitution payment of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, Secured Obligations or to exercise pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Collateral Agent shall not be required to marshal the Collateral or otherwiseany guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its rights hereunder or under any other Indenture Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Collateral Agent until after the Termination Date, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantors expressly agree that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon any Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of any premises Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent's claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantors hereby release. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any Grantor’s premises's premises or elsewhere and shall have the right to use Grantors' premises without charge for such time or times as Agent deems necessary or advisable. Grantors further agree, without chargeat Agent's request, to assemble the Collateral and such sales may be adjourned from time make it available to time in accordance with Applicable LawAgent at places which Agent shall select, whether at any Grantor's premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose of any Collateral for cash, credit or any combination part thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) that it deems appropriate for the purpose of any kind in connection with this Security Agreement preserving Collateral or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement its value or for any other the Loan Documents are cumulative and not in derogation purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.preserve the

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, Agent the Secured Party may exercise any (in addition to all other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights granted to it in this Security Agreement) after thirty (i30) take possession of any Collateral; (ii) require Grantors days notice to assemble Collateral, at Grantors’ expense, and make it available to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold IXC (and if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); notice specified below of time and (iv) sell or otherwise dispose place of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale), with such notice may forthwith collect, receive, appropriate and realize upon the Collateral or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell and deliver said Collateral (or contract to do so), as the case may be required by Applicable Lawbe, or any part thereof, in lots one or in bulkmore parcels at public sale or sales, at any exchange broker's board or at the Secured Party's offices or elsewhere at such locationsprices as it may deem best (subject to Section 2.2 and the last sentence of this Section 5), all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice for cash or on credit or for future delivery without assumption of any proposed sale or other disposition of Collateral by Agent shall be reasonablecredit risk. Agent The Secured Party shall have the right upon any such public sale or sales to conduct purchase the whole or any part of said Collateral so sold. The Secured Party shall pay over the net proceeds of any such sales on any Grantor’s premisescollection, without chargerecovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and such sales may be adjourned from time expenses incurred therein or incidental to time in accordance with Applicable Law. Agent shall have the right to sellcare, lease safekeeping or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment all of the purchase priceCollateral or in any way relating to the rights of the Secured Party hereunder, may set off for application on an equal basis to the amount payment in whole or in part of such price against the Secured Obligations. , and only after such net proceeds need the Secured Party account for the surplus, if any, to IXC. IXC agrees that neither Secured Party needs to give more than thirty (b30) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any days' notice (which notification shall be deemed given when mailed, postage prepaid, addressed to IXC at its address provided pursuant to this Security Agreement) of the time and place of any public sale may take place and that such notice is reasonable notification of such matters. The Secured Party's exercise of the foregoing rights and remedies is subject to the maximum extent permitted by applicable lawprovisions of Section 2.2 -5- 50 and any transferee (including the Secured Party) of any kind in connection with this Security Agreement or any Collateralof the Collateral must agree to be bound by such provisions. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, subject to the provisions of the Intercreditor Agreement, each Agent may exercise in addition to all other rights and remedies granted to it in this Agreement, the Interim Order or the Final DIP Order, as applicable, and in any other rights or remedies afforded under any agreementCredit Document, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCUCC subject, however, to the provisions of the Intercreditor Agreement. Such rights and remedies include Without limiting the rights generality of the foregoing, each Credit Party expressly agrees that in any such event, subject to (i) take possession the provisions of the Intercreditor Agreement, either Collateral Agent, without demand of performance or other demand, Trico Marine DIP Credit Agreement advertisement or notice of any kind (except the notice required by the Interim Order or the Final DIP Order, as applicable, or the notice specified below of time and place of public or private sale) to or upon such Credit Party or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of such Collateral Agent’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Senior Collateral Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Credit Party hereby releases. Each Credit Party further agrees, at either Collateral Agent’s request, subject to the provisions of the Intercreditor Agreement, to assemble Collateral, at Grantors’ expense, the Collateral and make it available to the Senior Collateral Agent at places which the Senior Collateral Agent shall reasonably select, whether at such Credit Party’s premises or elsewhere. The Senior Collateral Agent shall, through the Administrative Agent, apply the proceeds of any such collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Administrative Agent in connection therewith, including attorney’s fees and expenses), to the Revolving Secured Obligations, if then outstanding, in the order provided for in Section 2.13, such Credit Party remaining liable for any deficiency remaining unpaid after such application, and after so paying over such net proceeds and after the payment by the Senior Collateral Agent of any other amount required by any provision of law, including the UCC, the then Senior Collateral Agent shall, if any Term Secured Obligations remain outstanding, pay any remaining proceeds to the Term Loan Collateral Agent, which shall apply all remaining net proceeds held or received by it to the Term Secured Obligations in the order provided for in Section 2.13, such Credit Party remaining liable for any deficiency remaining unpaid after such application, and after so paying over such net proceeds and after the payment by the Term Loan Collateral Agent of any other amount required by any provision of law, including the UCC, any surplus shall be applied as provided below. Upon payment in full of the Secured Obligations and of the amounts referred to in the preceding sentence, the then Senior Collateral Agent shall account for the surplus, if any, to the relevant Credit Party in accordance with Section 2.13. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against each Agent and the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of such Person as determined in a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned final non-appealable judgment or leased order by a Grantorcourt of competent jurisdiction. Each Credit Party agrees that either Collateral Agent need not give more than seven days’ notice to the Borrowers (which notification shall be deemed given when mailed or delivered on an overnight basis, Grantors agree not postage prepaid, addressed to charge for such storage); the Borrowers at its address referred to in Section 12.2) of the time and (iv) sell or otherwise dispose place of any public sale of Collateral in its then condition, or of the time after any further manufacturing or processing thereof, at public or which a private sale, with sale may take place and that such notice as may be required by Applicable Law, in lots or in bulk, at is reasonable notification of such locations, all as Agent, in matters. Either Collateral Agent and its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent agents shall have the right to conduct such sales on enter upon any Grantor’s premises, without charge, and such sales Real Property owned or leased by any Credit Party to exercise any of its rights or remedies under this Agreement. No Collateral Agent shall be obligated to make any sale of Collateral regardless of notice of sale having been given. Either Collateral Agent may be adjourned adjourn any public or private sale from time to time in accordance with Applicable Lawby announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was adjourned. Agent Each Credit Party shall have remain liable for any deficiency if the right to sell, lease or otherwise dispose proceeds of any Collateral for cash, credit sale or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment disposition of the purchase priceCollateral are insufficient to pay its Obligations and all other amounts to which the Agents and the Lenders are entitled, may set off the amount Credit Parties also being liable for the fees and expenses of any attorneys employed by the Agents to collect such price against deficiency. Notwithstanding any provision herein to the Secured Obligations.contrary, any foreclosure by either Collateral Agent on the Equity Interests in TMI pledged pursuant to this Agreement shall be effected in all respects in a manner that will not result in TMI being in violation of the requirements of MARAD as to the nationality of TMI and its owners. Trico Marine DIP Credit Agreement (b) Except as otherwise specifically provided herein, each Grantor Each Credit Party hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement except any notice required pursuant to Section 7 or any other pursuant to the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement Interim Order or the Loan DocumentsFinal DIP Order, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationsapplicable.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, Agent Pledgee and Lender may exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Secured Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Borrower expressly agrees that in any such event Pledgee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Pledgee's offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Pledgee and Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Borrower hereby releases. Borrower further agrees, at Pledgee's request, to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent Pledgee at places which Pledgee shall reasonably select, whether at Borrower's premises or elsewhere. Pledgee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(d) hereof, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Pledgee of any other amount required by any provision of law, including Section 9.504(a)(3) of the UCC, need Pledgee and Lender account for the surplus, if any, to Borrower. To the maximum extent permitted by applicable law, Borrower waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Lender. Borrower agrees that the Pledgee need not give more than ten days' notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Borrower at its address referred to in Section 12 hereof) of the time and place of any public sale or of the time after which a private sale may take place designated by Agent; (iii) enter and that such notice is reasonable notification of such matters. Borrower shall remain liable for any premises where Collateral is located and store Collateral on such premises until sold (and deficiency if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose proceeds of any sale or disposition of the Collateral in its then conditionare insufficient to pay all amounts to which Pledgee and Lender are entitled, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice Borrower also being liable for the reasonable fees of any proposed sale or other disposition of Collateral attorneys employed by Agent shall be reasonablePledgee and Lender to collect such deficiency. Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligations.-------------------------------------------------------------------------------- SECURITY AGREEMENT - PAGE 14 (HW PARTNERS/ORIX GLOBAL) (b) Except as otherwise specifically provided hereinBorrower also agrees to pay all costs of Pledgee and Lender, each Grantor including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its or their rights and remedies hereunder. (c) Borrower hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure Proceeds of any sale, disposition or delay of Agent other realization upon all or any part of the Collateral shall be distributed by Pledgee in the following order of priorities: first, to Pledgee and Lender in an amount sufficient to require strict performance pay in full the expenses of Pledgee and Lender in connection with such sale, disposition or other realization, including all expenses, liabilities and advances incurred or made by Grantors with Pledgee and Lender in connection therewith, including, without limitation, reasonable attorney's fees; second, to Lender in an amount equal to the then unpaid principal of and accrued interest and prepayment premiums, if any, on the Secured Obligations; third, to Lender in an amount equal to any terms other Secured Obligations which are then unpaid; and finally, upon payment in full of this Security Agreement or all of the Loan DocumentsSecured Obligations, to pay to Borrower, or to exercise any rights its representatives or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment court of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationscompetent jurisdiction may direct, any surplus then remaining from such Proceeds.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, the Administrative Agent may exercise in addition to all other rights and remedies granted to it in this Agreement and in any other rights or remedies afforded under any agreementLoan Document, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice required by the Interim Order or Final Order or the notice specified below of time and place of public or private sale) require Grantors to assemble or upon such Grantor or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral, at Grantors’ expenseor any part thereof, and make it available and/or may forthwith sell, lease, assign, give an option or options to Agent at a place designated by Agent; (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if the premises are owned purchase, or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange or broker's board or at any of the Administrative Agent's offices or elsewhere at such notice prices as it may be deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall have the right upon any such public sale or sales to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the proceeds of any such collection, recovery, receipt, appropriation, realization or sale (net of all expenses incurred by the Administrative Agent in connection therewith, including attorney's fees and expenses), to the Obligations in the order set forth in this Agreement, such Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by the Administrative Agent of any other amount required by Applicable Lawany provision of law need the Administrative Agent account for the surplus, in lots if any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages and demands against the Administrative Agent and the Lenders arising out of the repossession, retention or in bulk, at sale of the Collateral except such locations, all as arise out of the gross negligence or willful misconduct of the Administrative Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days the Administrative Agent need not give more than seven days' notice to the Borrower (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to the Borrower at its address referred to in Section 13.8) of the time and place of any proposed public sale or other of the time after which a private sale may take place and that such notice is reasonable notification of such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral by are insufficient to pay all amounts to which the Administrative Agent shall be reasonable. Agent shall have is entitled, the right to conduct such sales on any Grantor’s premises, without charge, Grantors also being liable for the fees and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose expenses of any Collateral for cash, credit or any combination thereof, and attorneys employed by the Administrative Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCUCC and otherwise at law or in equity. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, the Grantors expressly agrees that in any such event the Collateral Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon any Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of each Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving any Grantor or any other Person notice and store opportunity for a hearing on the Collateral on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Collateral Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Collateral Agent and the Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of The Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as the Collateral Agent deems necessary or advisable. (b) Each Grantor further agrees, without chargeat the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall select, whether at such sales may be adjourned from time Grantor’s premises or elsewhere. Until the Collateral Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, the Collateral Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Collateral Agent’s remedies (for cashthe benefit of the Collateral Agent and the Lenders), credit with respect to such appointment without prior notice or hearing as to such appointment. The Collateral Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the Collateral Agent of any other amount required by any provision of law, need the Collateral Agent account for the surplus, if any, to the Grantors. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by the Collateral Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off including any attorneys’ fees or other expenses incurred by the amount of Collateral Agent or any Lender to collect such price against the Secured Obligationsdeficiency. (bc) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan DocumentsEACH GRANTOR HEREBY KNOWINGLY, or to exercise any rights or remedies with respect to INTENTIONALLY AND VOLUNTARILY WAIVES ALL RIGHTS WHICH IT HAS UNDER CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW TO NOTICE AND TO A JUDICIAL HEARING PRIOR TO THE ISSUANCE OF A WRIT OF POSSESSION ENTITLING THE COLLATERAL AGENT OR ANY LENDER, OR THE SUCCESSORS AND ASSIGNS OF THE Collateral or otherwiseAGENT OR SUCH LENDER, shall not operate as a waiver thereof nor as establishment of a course of dealingTO POSSESSION OF THE COLLATERAL UPON AN EVENT OF DEFAULT. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsWITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND WITHOUT LIMITING ANY OTHER RIGHT WHICH THE Collateral AGENT OR THE LENDERS MAY HAVE, EACH GRANTOR CONSENTS THAT IF THE Collateral AGENT OR ANY LENDER FILES A PETITION FOR AN IMMEDIATE WRIT OF POSSESSION IN COMPLIANCE WITH SECTIONS 40-00-000 AND 40-00-000 OF THE OFFICIAL CODE OF GEORGIA OR UNDER ANY SIMILAR PROVISION OF APPLICABLE LAW, AND THIS WAIVER OR A COPY HEREOF IS ALLEGED IN SUCH PETITION AND ATTACHED THERETO, THE COURT BEFORE WHICH SUCH PETITION IS FILED MAY DISPENSE WITH ALL RIGHTS AND PROCEDURES HEREIN WAIVED AND MAY ISSUE FORTHWITH AN IMMEDIATE WRIT OF POSSESSION IN ACCORDANCE WITH CHAPTER 14 OF TITLE 44 OF THE OFFICIAL CODE OF GEORGIA OR IN ACCORDANCE WITH ANY SIMILAR PROVISION OF APPLICABLE LAW, WITHOUT THE NECESSITY OF AN ACCOMPANYING BOND AS OTHERWISE REQUIRED BY SECTION 40-00-000 OF THE OFFICIAL CODE OF GEORGIA OR BY ANY SIMILAR PROVISION UNDER APPLICABLE LAW.

REMEDIES; RIGHTS UPON DEFAULT. (a) If a. In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, SCIL Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event SCIL Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (SCIL Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. SCIL Agent or any SCIL Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of SCIL Agent and SCIL Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. SCIL Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as SCIL Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, without chargeeach Grantor further agrees, at SCIL Agent’s request, to assemble the Collateral and make it available to SCIL Agent at a place or places designated by SCIL Agent which are reasonably convenient to SCIL Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until SCIL Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, SCIL Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by SCIL Agent. SCIL Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of SCIL Agent. SCIL Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of SCIL Agent’s remedies (for the benefit of SCIL Agent and SCIL Lenders), with respect to such appointment without prior notice or hearing as to such appointment. SCIL Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by SCIL Agent of any other amount required by any provision of law, need SCIL Agent account for cashthe surplus, credit if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against SCIL Agent or any combination thereofSCIL Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of SCIL Agent or such SCIL Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by SCIL Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys’ fees and other expenses incurred by SCIL Agent or any SCIL Lender to collect such price against the Secured Obligationsdeficiency. (b) b. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. c. To the extent that applicable law imposes duties on SCIL Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is not commercially unreasonable for SCIL Agent (ci) All covenantsto fail to incur expenses reasonably deemed significant by SCIL Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, conditions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, provisionsor to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of assets in wholesale rather than retail markets, (ix) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (x) to purchase insurance or credit enhancements to insure SCIL Agent against risks of loss, collection or disposition of Collateral or to provide to SCIL Agent a guaranteed return from the collection or disposition of Collateral, or (xi) to the extent deemed appropriate by SCIL Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist SCIL Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by SCIL Agent would not be commercially unreasonable in SCIL Agent’s exercise of remedies against the Collateral and that other actions or omissions by SCIL Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on SCIL Agent that would not have been granted or imposed by this Security Agreement or by applicable law in the absence of this Section 7(c). d. Neither SCIL Agent nor the SCIL Lenders shall be required to make any other the Loan Documents are cumulative and not in derogation demand upon, or substitution pursue or exhaust any of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other their rights or remedies that Agent and Lenders may haveagainst, whether under any agreementGrantor, by lawany other obligor, at equity or otherwise. (d) The failure or delay of Agent guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither SCIL Agent nor the SCIL Lenders shall be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against SCIL Agent or any SCIL Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) In addition to all other rights and remedies authorized or granted to it under this Agreement, the Loan Agreement, the Note and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Agent, acting on behalf of the Secured Parties, may exercise all rights and remedies of a secured party under the Code (whether or not in effect in the jurisdiction where such rights are exercised). Without limiting the generality of the foregoing, the Grantors expressly agree that in any such event the Agent, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon the Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other Requirements of Law), may forthwith enter upon the premises of the Grantors where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving the Grantors or any other Person notice and opportunity for a hearing on the Secured Parties’ claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof (including Collaterally Assigned Rights), and, following the delivery of notice to the Grantors may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Agent shall have the right upon any such public or private sale or sales, to purchase for the benefit of the Secured Parties, the whole or any part of said Collateral so sold, free of any right whatsoever. Agent may bid for or purchase, free (to the extent permitted by Requirements of Law) from any right of redemption, stay or appraisal on the part of the Grantors (all said rights being also hereby waived and released to the extent permitted by Requirements of Law), with respect to the Collateral or any part thereof offered for sale and the Agent may make payment on account thereof by using any claim then due and payable to the Agent from the Grantors as a credit against the purchase price (which for the avoidance of doubt, may equal or exceed the amount of the purchase price) (a “Credit Bid”), and the Agent may, upon compliance with the terms of sale, hold, retain and dispose of such property without further accountability to the Grantors therefor. Such sales may be adjourned and continued from time to time with or without notice. Grantors hereby acknowledge and agree that upon the occurrence and continuance of an Event of Default, Agent may act with respect to the Collateral as though Agent was the outright owner thereof, and Agent may become the outright owner thereof pursuant to a Credit Bid, which may be in full or partial satisfaction of any claims then due and payable to Agent by Grantors pursuant to this Agreement or any other Loan Document. The Agent shall have the right to conduct such sales on the Grantor’s premises or elsewhere and shall have the right to use the Grantor’s premises without charge for such time or times as the Agent deem necessary or advisable. If any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by lawthe Grantors further agree, at equity or otherwisethe Agent’s request, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, the Collateral and make it available to the Agent at a place or places designated by the Agent; (iii) enter any , whether at the Grantors’ premises where Collateral or elsewhere. Until the Agent is located and store Collateral on such premises until sold (and if the premises are owned or leased by able to effect a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Lawlease, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent Collateral, if any Event of Default shall have occurred and be reasonable. continuing, the Agent shall have the right to conduct such sales on hold or use the Collateral, or any Grantor’s premisespart thereof, without charge, and such sales may be adjourned from time to time the extent that it deems appropriate in accordance with Applicable Lawits sole discretion for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Agent. The Agent shall have no obligation to the right Grantors to sellmaintain or preserve the rights of the Grantors as against third parties with respect to Collateral while Collateral is in the possession of the Agent. If any Event of Default shall have occurred and be continuing, lease the Agent may, if it so elects, seek the appointment of a receiver or otherwise dispose keeper to take possession of Collateral and to enforce any of the Secured Parties’ remedies, with respect to such appointment without prior notice or hearing as to such appointment. The Agent shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Secured Obligations as provided in the Loan Agreement, and only after so paying over such net proceeds, and after the payment by the Agent may purchase of any Collateral at public orother amount required by any provision of Requirements of Law, need the Agent account for the surplus, if any, to the Grantors. To the maximum extent permitted by lawapplicable Requirements of Law, the Grantors waive all claims, damages, and demands against the Agent and the Secured Parties arising out of the repossession, retention or sale of the Collateral. The Grantors agree that ten (10) days prior notice by the Agent of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. The Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Secured Obligations, may set off including any attorneys’ fees and other expenses incurred by the amount of such price against Agent or the Secured ObligationsParties to collect such deficiency. (b) Except as otherwise specifically provided hereinherein or in the Loan Agreement, each Grantor the Grantors hereby waives waive presentment, demand, protest or any notice (to the maximum extent permitted by applicable lawRequirements of Law) of any kind in connection with this Security Agreement or any CollateralCollateral or Collaterally Assigned Rights. (c) All covenantsTo the extent that Requirements of Law impose duties on the Agent and the Secured Parties to exercise remedies in a commercially reasonable manner, conditionsthe Grantors acknowledge and agree that it is not commercially unreasonable for the Agent or the Secured Parties (i) to fail to incur expenses reasonably deemed significant by the Agent or the Secured Parties to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other Requirements of Law, to fail to obtain Governmental Approval or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Security Interests on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent and the Secured Parties against risks of loss, collection or disposition of Collateral or to provide to the Agent and the Secured Parties a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent or the Secured Parties, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent or the Secured Parties in the collection or disposition of any of the Collateral. The Grantors acknowledge that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by the Agent or the Secured Parties would not be commercially unreasonable in the Agent or the Secured Parties’ exercise of remedies against the Collateral and that other actions or omissions by the Agent or the Secured Parties shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Security Section 7(c) shall be construed to grant any rights to the Grantors or to impose any duties on the Agent or the Secured Parties that would not have been granted or imposed by this Agreement or any other by applicable Requirements of Law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Agent shall not be required to make any demand upon, or delay pursue or exhaust any of Agent its rights or remedies against, the Grantors, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Secured Obligations or to exercise pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. The Agent shall not be required to marshal the Collateral or otherwiseany guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and its rights hereunder shall be cumulative. To the extent it may lawfully do so, the Grantors absolutely and irrevocably waive and relinquish the benefit and advantage of, and covenants not operate to assert against the Agent or the Secured Parties, any valuation, stay, appraisement, extension, redemption or similar Requirements of Law and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred occur and be continuing, Agent Pledgee may (on behalf of and as agent for Secured Parties) exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Secured Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Borrower expressly agrees that in any such event Pledgee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Borrower or any other Person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Pledgee's offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Pledgee 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption Borrower hereby releases. Borrower further agrees, at Pledgee's request, to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent Pledgee at places which Pledgee shall reasonably select, whether at Borrower's premises or elsewhere. Pledgee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(d) hereof, Borrower remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Pledgee of any other amount required by any provision of law, including Section 9-504(a)(3) of the UCC, need Pledgee account for the surplus, if any, to Borrower. To the maximum extent permitted by applicable law, Borrower waives all claims, damages, and demands against Pledgee or any Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Pledgee. Borrower agrees that the Pledgee need not give more than ten days' notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Borrower at its address referred to in Section 11 hereof) of the time and place of any public sale or of the time after which a private sale may take place designated by Agent; (iii) enter and that such notice is reasonable notification of such matters. Borrower shall remain liable for any premises where Collateral is located and store Collateral on such premises until sold (and deficiency if the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose proceeds of any sale or disposition of the Collateral in its then conditionare insufficient to pay all amounts to which Secured Parties are entitled, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice Borrower also being liable for the reasonable fees of any proposed sale or other disposition of Collateral attorneys employed by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit Pledgee or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of Secured Party to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided hereinBorrower also agrees to pay all costs of Pledgee and Secured Parties, each Grantor including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (c) Borrower hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure Proceeds of any sale, disposition or delay of Agent other realization upon all or any Lender part of the Collateral shall be distributed by Pledgee in the following order of priorities: first, to require strict performance Pledgee in an amount sufficient to pay in full the expenses of Pledgee and Secured Parties in connection with such sale, disposition or other realization, including all expenses, liabilities and advances incurred or made by Grantors with Pledgee in connection therewith, including, without limitation, reasonable attorney's fees; second, to Pledgee or Secured Parties in an amount equal to the then unpaid principal of and accrued interest and prepayment premiums, if any, on the Secured Obligations; third, to Pledgee or Secured Parties in an amount equal to any terms other Secured Obligations which are then unpaid; and finally, upon payment in full of this Security Agreement or all of the Loan DocumentsSecured Obligations, to pay to Borrower, or to exercise any rights its representatives or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment court of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationscompetent jurisdiction may direct, any surplus then remaining from such Proceeds.

REMEDIES; RIGHTS UPON DEFAULT. (a) a. If any Event of Default shall have occurred occur and be continuing, Agent Lender may exercise any in addition to all other rights and remedies granted to it under this Security Agreement, the Original Credit Agreement, the First Amended Credit Agreement, the Second Amended Credit Agreement, or remedies afforded under any agreementof the other Documents evidencing any loan obligations from Grantor to Lender, by lawor agreement securing, at equity evidencing or otherwiserelating to the Secured Obligations, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor notice and store Collateral opportunity for a hearing on such premises until sold (Lender’s claim or action, and if the premises are owned or leased by a without paying rent to Grantor, Grantors agree not and collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at public or private salesale or sales, with at any exchange or broker’s board or at any of Lender’s offices or elsewhere at such notice prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Grantor’s premises without charge for such sales for such time or times as Lender deems necessary or advisable. b. Grantor further agrees, lease at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at Grantor’s premises or otherwise dispose elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to use or operate Collateral on behalf of Lender, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies with respect to such appointment without prior notice or hearing. Lender shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale, as provided in Section 8(e) hereof, such Grantor remaining liable for cash, credit or any combination thereofdeficiency remaining unpaid after such application, and Agent may purchase only after so paying over such net proceeds and after the payment by Lender of any Collateral at public orother amount required by any provision of law, including section 9-504(1)(c) of the UCC (but only after Lender has received what Lender considers reasonable proof of a subordinate party’s security interest), need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or wilful misconduct of such party. Grantor agrees that five (5) days’ prior notice by Lender of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all amounts to which Lender is entitled, may set off the amount of Grantor also being liable for any attorneys’ fees incurred by Lender to collect such price against the Secured Obligationsdeficiency. (b) c. Grantor agrees to pay any and all costs of Lender, including, reasonable attorneys’ fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. d. Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantse. The proceeds of any sale, conditions, provisions, warranties, guaranties, indemnities and disposition or other undertakings of Grantors contained in this Security Agreement realization upon all or any part of the Collateral shall be distributed by Lender, upon receipt, in accordance with the provisions of the Second Amended Credit Agreement. f. From and after the occurrence and during the continuation of an Event of Default, Lender may, at its sole discretion, contact any and all Federal, state, or other governmental or regulatory agencies with any jurisdiction over Grantor, with respect to the Loan Documents are cumulative and not in derogation possibility that Lender may take over the operation of any Grantor’s business, or substitution the possibility that Lender may take possession of each other. In particularor liquidate any or all of the Collateral. g. Grantor acknowledges that Lender shall be entitled to independently, but without duplication, exercise the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether Lender exercisable for their benefit under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsAgreement.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights Without limiting the generality of the foregoing, each Grantor expressly agrees that, if any Event of Default shall have occurred and remedies include the rights to (i) take possession be continuing, Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, without chargeeach Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, and such sales may so long as an Event of Default shall have occurred and be adjourned from time to time in accordance with Applicable Law. continuing, Agent shall have the right to sellhold or use the Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. So long as an Event of Default shall have occurred and be continuing, Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, shall Agent account for cashthe surplus, credit if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Agent or such Lender, as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior written notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys’ fees and other expenses incurred by Agent or any Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, conditionseach Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Neither the Agent nor the Lenders shall be required to make any demand upon, or delay pursue or exhaust any of Agent their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither the Agent nor the Lenders shall be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon any Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. The Agent is authorized, without chargeat any such sale, if it deems it advisable so to do, to restrict the prospective bidders or purchasers of any of the Pledged Collateral to persons who will represent and agree that they are purchasing for their own account for investment, and not with a view to the distribution or sale of any such sales Pledged Collateral, and to take such other actions as it may be adjourned deem appropriate to exempt the offer and sale of the Collateral from any registration requirements of state or federal securities laws (including, if it deems it appropriate, actions to comply with Regulation D of the Securities and Exchange Commission under the Securities Act of 1933, as from time to time in accordance with Applicable Lawamended (the “Securities Act”)). (b) Each Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to effect a sale, lease, or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for cashthe surplus, credit if any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys’ fees or other expenses incurred by Agent or any Lender to collect such price against the Secured Obligationsdeficiency. (bc) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (d) To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each Grantor acknowledges and agrees that it is commercially reasonable for the Agent (a) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) All covenantsto fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, conditions(d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, provisions(e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 19(d) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 19(d). Without limitation upon the foregoing, nothing contained in this Security Section 19(d) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms absence of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsSection 19(d).

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, the Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event the Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (the Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. The Agent or any Lender or any Selected Revolving Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of the Agent, the Lenders and the Selected Revolving Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. The Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use Grantor’s premises without charge for such time or times as the Agent deems necessary or advisable. (b) Grantor further agrees, without chargeat the Agent’s request, to assemble the Collateral and such sales may be adjourned from time make it available to time in accordance with Applicable Lawthe Agent at a place or places designated by the Agent which are reasonably convenient to the Agent and Grantor, whether at Grantor’s premises or elsewhere. Until the Agent is able to effect a sale, lease, or other disposition of Collateral, the Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Agent. The Agent shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of the Agent. The Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Agent’s remedies (for the benefit of the Beneficiaries), with respect to such appointment without prior notice or hearing as to such appointment. The Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Secured Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by the Agent of any other amount required by any provision of law, need the Agent account for cashthe surplus, credit if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against the Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Agent or such Lender as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days prior notice by the Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase price, may set off the amount of such price against the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees or other expenses incurred by the Agent or any Lender to collect such deficiency. (bc) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (d) To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (a) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (c) All covenantsto fail to exercise collection remedies against any Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, conditions(d) to exercise collection remedies against any Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, provisions(e) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact other Persons, whether or not in the same business as Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (h) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (k) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (l) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent in the collection or disposition of Grantors any of the Collateral. Grantor acknowledges that the purpose of this Section 16(d) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 16(d). Without limitation upon the foregoing, nothing contained in this Security Section 16(d) shall be construed to grant any rights to Grantor or to impose any duties on the Agent that would not have been granted or imposed by this Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms absence of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured ObligationsSection 16(d).

REMEDIES; RIGHTS UPON DEFAULT. (a) In addition to all other rights and remedies granted to him under this Security Agreement, the Collateral Trust Agreement, and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, the Collateral Trustee may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, each Grantor expressly agrees that in any such event the Collateral Trustee, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of such Grantor where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and opportunity for a hearing on the Collateral Trustee's claim or action and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. the Collateral Trustee 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be adjourned and continued from time to time with or without notice. The Collateral Trustee shall have the right to conduct such sales on any Grantor's premises or elsewhere and shall have the right to use any Grantor's premises without charge for such time or times as the Collateral Trustee deems necessary or advisable. If any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by laweach Grantor further agrees, at equity or otherwisethe Collateral Trustee's request, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent the Collateral Trustee at a place or places designated by Agent; (iii) enter the Collateral Trustee which are reasonably convenient to the Collateral Trustee and such Grantor, whether at such Grantor's premises or elsewhere. Until the Collateral Trustee is able to effect a sale, lease, or other disposition of Collateral, the Collateral Trustee shall have the right to hold or use Collateral, or any premises where part thereof, to the extent that he deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Trustee. The Collateral Trustee shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is located in the possession of the Collateral Trustee. The Collateral Trustee may, if he so elects, seek the appointment of a receiver or keeper to take possession of Collateral and store to enforce any of the Collateral on Trustee's remedies without prior notice or hearing as to such premises until sold (appointment. The Collateral Trustee shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Collateral Trust Agreement, and only after so paying over such net proceeds, and after the payment by the Collateral Trustee of any other amount required by any provision of law, need the Collateral Trustee account for the surplus, if any, to any Grantor. To the premises are owned maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against the Collateral Trustee arising out of the repossession, retention or leased sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of the Collateral Trustee as finally determined by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose court of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablecompetent jurisdiction. Each Grantor agrees that 10 twenty (20) days prior notice by the Collateral Trustee of the time and place of any proposed public sale or other of the time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by Agent shall be reasonable. Agent shall have the right Collateral Trustee to conduct collect such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsThe Collateral Trustee shall not be required to make any demand upon, conditionsor pursue or exhaust any of his rights or remedies against, provisionsany Grantor, warrantiesany other obligor, guarantiesguarantor, indemnities and other undertakings of Grantors contained in this Security Agreement pledgor or any other Person with respect to the Loan Documents are cumulative and not in derogation or substitution payment of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of his rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. The Collateral Trustee shall not be required to marshal the Collateral or otherwiseto resort to the Collateral in any particular order, and all of his rights hereunder shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Collateral Trustee, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Agent or any Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Agent and Lenders, the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonablewithout notice. Agent shall have the right to conduct such sales on any such Grantor’s premisespremises or elsewhere and shall have the right to use such Grantor’s premises without charge for such time or times as Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, without chargeeach Grantor further agrees, at Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent which are reasonably convenient to Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), with respect to such appointment without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for cashthe surplus, credit if any, to the relevant Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys’ fees and other expenses incurred by Agent or any Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided hereinherein or in the Credit Agreement, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, conditionseach Grantor acknowledges and agrees that it is not commercially unreasonable for the Agent (i) to fail to incur expenses reasonably deemed significant by the Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure the Agent against risks of loss, collection or disposition of Collateral or to provide to the Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by the Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by the Agent would not be commercially unreasonable in the Agent’s exercise of remedies against the Collateral and that other actions or omissions by the Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Neither the Agent nor the Lenders shall be required to make any demand upon, or delay pursue or exhaust any of Agent their rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither the Agent nor the Lenders shall be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Reimbursement Agreement, the other Basic Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent Xxxxxx may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Xxxxxx, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Xxxxxx'x claim or action, and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Xxxxxx 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Xxxxxx shall have the right to conduct such sales on any Grantor’s premises, without charge, 's premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Grantor's premises without charge for such time or times as Xxxxxx xxxxx necessary or advisable. Grantor further agrees, lease at Xxxxxx'x request following the occurrence and during the continuation of an Event of Default, to assemble the Collateral and make it available to Xxxxxx at places which Xxxxxx shall select, whether at Grantor's premises or otherwise dispose elsewhere. Until Xxxxxx is able to effect a sale, lease, or other disposition of Collateral, Xxxxxx shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Xxxxxx. Xxxxxx shall not have any obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Xxxxxx. Xxxxxx may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Xxxxxx'x remedies with respect to such appointment without prior notice or hearing as to such appointment. Xxxxxx shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Obligations as provided in the Reimbursement Agreement, and Agent may purchase only after so paying over such net proceeds, and after the payment by Xxxxxx of any Collateral at public orother amount required by any provision of law, need Xxxxxx account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Xxxxxx arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Xxxxxx as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days prior notice by Xxxxxx of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any attorneys' fees and other expenses incurred by Xxxxxx to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligations.

REMEDIES; RIGHTS UPON DEFAULT. (a) If In addition to all other rights and remedies granted to it under this Security Agreement, the Revolving Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Secured Obligations, if any Event of Default shall have occurred and be continuing, Collateral Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the NY UCC. Such rights Without limiting the generality of the foregoing, each Grantor expressly agrees that if an Event of Default has occurred and remedies include the rights to (i) take possession is continuing Collateral Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale and except for notices required under the Loan Documents, if any) require Grantors to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the NY UCC and other applicable law), and make it available to Agent at a place designated by Agent; may (iiiA) forthwith enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store opportunity for a hearing on Collateral on such premises until sold Agent’s claim or action, (B) collect, receive, assemble, process, appropriate and if realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not to charge for such storage); and (ivC) forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Collateral Agent 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such time or times as Collateral Agent deems necessary or advisable. If any Event of Default shall have occurred and be continuing, without chargeeach Grantor further agrees, at Collateral Agent’s request, to assemble the Collateral and make it available to Collateral Agent at a place or places designated by Collateral Agent which are reasonably convenient to Collateral Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Collateral Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, Collateral Agent shall have the right to sellhold or use Collateral, lease or otherwise dispose any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Collateral Agent. Collateral Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Collateral Agent. Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Collateral Agent’s remedies without prior notice or hearing as to such appointment. Collateral Agent shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Secured Obligations as provided in Section 10 of this Security Agreement, and only after so paying over such net proceeds, and after the payment by Collateral Agent may purchase of any other amount required by any provision of law, need Collateral at public orAgent account for the surplus, if any, to any Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Collateral Agent arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Collateral Agent as finally determined by a court of competent jurisdiction. Each Grantor agrees that ten (10) days prior notice by Collateral Agent of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase price, may set off the amount of such price against the Collateral are insufficient to pay all Secured Obligations, including any attorneys’ fees and other expenses incurred by Collateral Agent to collect such deficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (other than any notice required under the Loan Documents, if any) (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsCollateral Agent shall not be required to make any demand upon, conditionsor pursue or exhaust any of its rights or remedies against, provisionsany Grantor, warrantiesany other obligor, guarantiesguarantor, indemnities and other undertakings of Grantors contained in this Security Agreement Grantor or any other Person with respect to the Loan Documents are cumulative and not in derogation or substitution payment of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, Secured Obligations or to exercise pursue or exhaust any of its rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Collateral Agent shall not be required to marshal the Collateral or otherwiseany guarantee of the Secured Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against the Collateral Agent until after the Termination Date, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Event of Default shall have occurred and be continuing: (i) In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, Agent may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Agent, without demand of performance or other demand, advertisement or notice of any Collateral; kind (except the notice specified in clause (ii) require Grantors below of the time and place of any public or private sale) to assemble Collateralor upon such Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may immediately enter upon the premises of such Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving such Grantor or any other Person notice and store Collateral an opportunity for a hearing on such premises until sold (Agent’s claim or action and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may sell, lease, license, assign, give an option or options to charge for such storage); and (iv) purchase, sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with such notice as may be required by Applicable Law, in lots or in bulkat any exchange, at such locationsprices as it may deem appropriate, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice for cash or on credit or for future delivery without assumption of any proposed credit risk. Agent or any Lender shall have the right upon any such public sale or other disposition sales and, to the extent permitted by law, upon any such private sale or sales, to purchase, for the benefit of Agent and Lenders, the whole or any part of said Collateral by Agent shall so sold, free of any right or equity of redemption, which equity of redemption each Grantor hereby releases. Such sales may be reasonableadjourned or continued from time to time with or without notice. Agent shall have the right to conduct such sales on any Grantor’s premisespremises or elsewhere and shall have the right to use any Grantor’s premises without charge for such sales at such time or times as Agent deems necessary or advisable. (ii) Each Grantor further agrees, without chargeat Agent’s request, to assemble the Collateral and make it available to Agent at a place or places designated by Agent reasonably convenient to Agent and such sales may be adjourned from time Grantor, whether at such Grantor’s premises or elsewhere. Until Agent is able to time in accordance with Applicable Law. effect a sale, lease, or other disposition of Collateral, Agent shall have the right to sellhold or use the Collateral, lease or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Agent other than as set forth in Section 9 hereof or as otherwise dispose set forth in the Loan Documents. Agent shall have no obligation to any Grantor to maintain or preserve the rights of such Grantor as against third parties with respect to Collateral while Collateral is in the possession of Agent. Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Agent’s remedies (for the benefit of Agent and Lenders), without prior notice or hearing as to such appointment. Agent shall apply the net proceeds of any Collateral such collection, recovery, receipt, appropriation, realization or sale to the Obligations as provided in the Credit Agreement, and only after so paying over such net proceeds, and after the payment by Agent of any other amount required by any provision of law, need Agent account for cashthe surplus, credit if any, to any Grantor. Each Grantor waives, to the maximum extent permitted by applicable law, all claims, damages, and demands against Agent or any combination thereofLender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Agent or such Lender as determined by a court of competent jurisdiction. Each Grantor agrees that ten days’ prior notice by Agent of the time and Agent may purchase place of any Collateral at public or, if permitted by law, sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any reasonable attorneys’ fees or other expenses incurred by Agent or any Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) presentment, demand, protest or any notice of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that applicable law imposes duties on Agent to exercise remedies in a commercially reasonable manner, conditionseach Grantor acknowledges and agrees that it is not commercially unreasonable for Agent (i) to fail to incur expenses reasonably deemed significant by Agent to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as such Grantor, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, (xi) to purchase insurance or credit enhancements to insure Agent against risks of loss, collection or disposition of Collateral or to provide to Agent a guaranteed return from the collection or disposition of Collateral, or (xii) to the extent deemed appropriate by Agent, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist Agent in the collection or disposition of Grantors any of the Collateral. Each Grantor acknowledges that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by Agent would not be commercially unreasonable in Agent’s exercise of remedies against the Collateral and that other actions or omissions by Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limiting the generality of the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to any Grantor or to impose any duties on Agent that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Neither Agent nor any Lender shall be required to make any demand upon, or delay pursue or exhaust any of Agent its respective rights or remedies against, any Grantor, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of its respective rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Neither Agent nor any Lender shall be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its respective rights hereunder or under any other Loan Document shall be cumulative. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the benefit and advantage of, and covenants not operate to assert against Agent or any Lender, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defenses it may have as a waiver thereof nor as establishment surety now or hereafter existing that, but for this provision, might be applicable to the sale of a course any Collateral made pursuant to the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately pursuant to the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) In addition to all other rights and remedies granted to it under this Security Agreement and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Secured Party may exercise all rights and remedies of a secured party under the Code. Without limiting the generality of the foregoing, Grantors expressly agree that in any such event Secured Party, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantors or any other Person (all and each of which demands, advertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), may forthwith enter upon the premises of Grantors where any Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantors or any other Person notice and opportunity for a hearing on Secured Party's claim or action, and may collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, and may forthwith sell, lease, license, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at a public or private sale or sales, at any exchange at such prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Secured Party 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 said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantors hereby release. Such sales may be adjourned and continued from time to time with or without notice. Secured Party shall have the right to conduct such sales on Grantors' premises or elsewhere and shall have the right to use Grantors' premises without charge for such time or times as Secured Party deems necessary or advisable. If any Event of Default shall have occurred and be continuing, Agent may exercise any other rights or remedies afforded under any agreement, by lawGrantors further agree, at equity or otherwiseSecured Party's request, including the rights and remedies of a secured party under the UCC. Such rights and remedies include the rights to (i) take possession of any Collateral; (ii) require Grantors to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent Secured Party at a place or places designated by Agent; (iii) enter Secured Party which are reasonably convenient to Secured Party and Grantors, whether at Grantors' premises or elsewhere. Until Secured Party is able to effect a sale, lease, license or other disposition of Collateral, Secured Party shall have the right to hold or use Collateral, or any premises where part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Secured Party. Secured Party shall have no obligation to Grantors to maintain or preserve the rights of Grantors as against third parties with respect to Collateral while Collateral is located in the possession of Secured Party. Secured Party may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and store Collateral on to enforce any of Secured Party's remedies with respect to such premises until sold (and if appointment without prior notice or hearing as to such appointment. Secured Party shall apply the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose net proceeds of any Collateral in its then conditionsuch collection, recovery, receipt, appropriation, realization or after any further manufacturing or processing thereof, at public or private sale, with such notice sale to the Obligations as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, Secured Party shall determine in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice and only after so paying over such net proceeds, and after the payment by Secured Party of any proposed other amount required by any provision of law, need Secured Party account for the surplus, if any, to Grantors. To the maximum extent permitted by applicable law, Grantors waive all claims, damages, and demands against Secured Party arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Secured Party as finally determined by a court of competent jurisdiction. Grantors agree that ten (10) days prior notice by Secured Party of the time and place of any public sale or other of the time after which a private sale may take place is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Obligations, including any attorneys' fees and other expenses incurred by Agent shall be reasonable. Agent shall have the right Secured Party to conduct collect such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided herein, each Grantor Grantors hereby waives waive presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenantsTo the extent that applicable law imposes duties on the Secured Party to exercise remedies in a commercially reasonable manner, conditionsGrantors acknowledge and agree that it is not commercially unreasonable for the Secured Party (i) to fail to incur expenses reasonably deemed significant by the Secured Party to prepare Collateral for disposition or otherwise to complete raw material or work in process into finished goods or other finished products for disposition, provisions(ii) to fail to obtain third party consents for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantors, for expressions of interest in acquiring all or any portion of such Collateral, (vii) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not the Collateral is of a specialized nature, (viii) to dispose of Collateral by utilizing internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capacity of doing so, or that match buyers and sellers of assets, (ix) to dispose of assets in wholesale rather than retail markets, (x) to disclaim disposition warranties, guarantiessuch as title, indemnities possession or quiet enjoyment, or (xi) to the extent deemed appropriate by the Secured Party, to obtain the services of other brokers, investment bankers, consultants and other undertakings professionals to assist the Secured Party in the collection or disposition of any of the Collateral. Grantors acknowledge that the purpose of this Section 7(c) is to provide non-exhaustive indications of what actions or omissions by the Secured Party would not be commercially unreasonable in the Secured Party's exercise of remedies against the Collateral and that other actions or omissions by the Secured Party shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 7(c). Without limitation upon the foregoing, nothing contained in this Section 7(c) shall be construed to grant any rights to Grantors or to impose any duties on Secured Party that would not have been granted or imposed by this Security Agreement or any other by applicable law in the Loan Documents are cumulative and not in derogation or substitution absence of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisethis Section 7(c). (d) The failure Secured Party shall not be required to make any demand upon, or delay pursue or exhaust any of Agent their rights or remedies against, Grantors, any other obligor, guarantor, pledgor or any Lender other Person with respect to require strict performance by Grantors with any terms the payment of this Security Agreement or the Loan Documents, Obligations or to exercise pursue or exhaust any of their rights or remedies with respect to any Collateral therefor or any direct or indirect guarantee thereof. Secured Party shall not be required to marshal the Collateral or otherwiseany guarantee of the Obligations or to resort to the Collateral or any such guarantee in any particular order, and all of its and their rights hereunder shall be cumulative. To the extent they may lawfully do so, Grantors absolutely and irrevocably waive and relinquish the benefit and advantage of, and covenant not operate to assert against Secured Party, any valuation, stay, appraisement, extension, redemption or similar laws and any and all rights or defense they may have as a waiver thereof nor as establishment sureties now or hereafter existing which, but for this provision, might be applicable to the sale of a course any Collateral made under the judgment, order or decree of dealing. All rights and remedies shall continue in full force and effect until Full Payment any court, or privately under the power of all Secured Obligationssale conferred by this Security Agreement, or otherwise.

REMEDIES; RIGHTS UPON DEFAULT. (a) If Upon the occurrence and continuance of any Event of Default shall have occurred and be continuingDefault, Agent the Agent, on behalf of the Lenders, may exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantors expressly agree that in any such event the Agent, at the direction of the Majority Lenders, without demand of performance or other demand, advertisement or notice of any kind (except notice of a public or private sale as provided in this Section 8(a)) to or upon Grantors or any ------------ other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (ii) require or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of the Lenders' offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Agent and any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantors hereby release. Grantors further agree, at Agent's request, to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent, on behalf of the Lenders, at places which the Agent shall reasonably select, whether at Grantors' premises or elsewhere. The Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, as provided in Section ------- 8(d) hereof, Grantors remaining liable for any deficiency remaining unpaid after ---- such application, and only after so paying over such net proceeds and after the payment by the Agent of any other amount required by any provision of law, including section 9-504(1)(c) of the UCC, need the Agent account for the surplus, if any, to Grantors. To the maximum extent permitted by applicable law, Grantors waive all claims, damages, and demands against the Lenders arising out of the repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Agent or the Lenders. Grantors agree that the Agent need not give more than ten (10) days notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to Grantors at the addresses referred to in Section 11 hereof) of the time and place of any public sale or of ---------- the time after which a private sale may take place designated by Agent; (iii) enter and that such notice is reasonable notification of such matters. Grantors shall remain liable for any premises where Collateral is located and store Collateral on such premises until sold (and deficiency if the premises proceeds of any sale or disposition of the Collateral are owned or leased by a Grantorinsufficient to pay all amounts to which the Lenders, for their benefit, are entitled, Grantors agree not to charge also being liable for such storage); and (iv) sell or otherwise dispose the reasonable fees of any Collateral in its then condition, or after any further manufacturing or processing thereof, at public or private sale, with attorneys employed by the Lenders to collect such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent shall have the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided hereinGrantors also agree to pay all reasonable costs of the Agent and Lenders, each Grantor including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of the Lenders' rights and remedies hereunder. (c) Grantors hereby waives waive presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure proceeds of any sale, disposition or delay other realization upon all or any part of the Collateral shall be distributed by the Lenders in the following order of priorities: (i) first, to the Lenders in an amount sufficient to pay in ----- full the reasonable expenses of the Lenders in connection with such sale, disposition or other realization, including all expenses, liabilities and advances incurred or made by the Agent or any Lender the Lenders in connection therewith, including, without limitation, attorneys' fees; and (ii) second, to require strict performance by Grantors with any terms the Lenders in an amount sufficient to pay in ------ full all outstanding Obligations, including, without limitation all principal and interest accrued under the Tern Loan; and (iii) third, upon payment in full of this Security Agreement or all of the Loan DocumentsObligations, to ----- pay to Grantors, or to exercise any rights its representatives or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment court of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationscompetent jurisdiction may direct, any surplus then remaining from such proceeds.

REMEDIES; RIGHTS UPON DEFAULT. (a) Upon the occurrence of any Event of Default, Lender or Lender’s designee may, at Lender’s option, elect to become the substituted member in each or either Issuer with respect to the Pledged Collateral and Grantor shall execute or cause to be executed all documents necessary to evidence Lender so becoming substituted member. If any Event of Default shall have occurred and be continuingoccur, Agent Lender or Lender’s designee may exercise in addition to all other rights and remedies granted to them in this Assignment and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Liabilities, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived), may forthwith collect, receive, appropriate and realize upon the Pledged Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or sell or otherwise dispose of and deliver said Pledged Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker’s board or at any of Lender’s offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without the assumption of any credit risk. Grantor expressly acknowledges that private sales may be less favorable to a seller than public sales but that private sales shall nevertheless be deemed commercially reasonable and otherwise permitted hereunder. In view of the fact that federal and state securities laws and/or other applicable laws may impose certain restrictions on the method by which a sale of the Pledged Collateral may be effected, Grantor agrees that upon the occurrence of an Event of Default, Lender may, from time to time, attempt to sell all or any part of the Pledged Collateral by means of a private placement, restricting the prospective purchasers to those who will represent and agree that they are purchasing for investment only and not for distribution. In so doing, Lender may solicit offers to buy the Pledged Collateral, or any part thereof, for cash, from a limited number of investors deemed by Lender in its judgment, to be financially responsible parties who might be interested in purchasing the Pledged Collateral, and if Lender solicits such offers, then the acceptance by Lender of the highest offer obtained therefrom shall be deemed to be a commercially reasonable method of disposing of the Pledged Collateral. Lender or Lender’s designee 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 said Pledged Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Grantor further agrees, at the request of Lender, to assemble Collateral, at Grantors’ expense, the Pledged Collateral and make it available to Agent Lender at places which Lender shall reasonably select, whether at Grantor’s premises or elsewhere. Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale as provided in Section 10(d) of this Assignment. Only after so paying over such net proceeds and after the payment by Lender of any other amount required by any provision of law, including Section 9-608(1)(C) of the Code, need Lender account for the surplus, if any, to Grantor. To the extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Pledged Collateral except in each case such as arise out of the gross negligence or willful misconduct of Lender. Any notification of intended disposition of any of the Pledged Collateral required by law will be deemed to be a place designated by Agent; reasonable authenticated notification of disposition if given at least ten (10) days prior to such disposition and such notice shall (i) describe Lender and Grantor, (ii) describe the Pledged Collateral that is the subject of the intended disposition, (iii) enter any premises where Collateral is located and store Collateral on such premises until sold (and if state the premises are owned or leased by a Grantormethod of the intended disposition, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose state that Grantor is entitled to an accounting of the Liabilities and state the charge, if any, for an accounting and (v) state the time and place of any Collateral public disposition or the time after which any private sale is to be made. Lender may disclaim any warranties that might arise in its then condition, or after any further manufacturing or processing thereof, at public or private connection with the sale, with such notice as may be required by Applicable Law, in lots or in bulk, at such locations, all as Agent, in its sole discretion, deems advisable. Each Grantor agrees that 10 days notice of any proposed sale lease or other disposition of the Pledged Collateral by Agent shall be reasonable. Agent shall have the right and has no obligation to conduct provide any warranties at such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of such price against the Secured Obligationstime. (b) Except as otherwise specifically provided hereinGrantor also agrees to pay all costs of Lender, each including reasonable attorneys’ fees and expenses, incurred with respect to the collection of any of the Liabilities or the enforcement of any of Lender’s rights hereunder. (c) Grantor hereby waives presentment, demand, or protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement Assignment or any Pledged Collateral. . Except for notices provided for herein, Grantor hereby waives notice (cto the extent permitted by applicable law) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwisekind in connection with this Assignment. (d) The failure proceeds of any sale, disposition or delay of Agent other realization upon all or any part of the Pledged Collateral shall be distributed by Lender in the following order of priorities: first, to require strict performance Lender in an amount sufficient to pay in full the expenses of Lender in connection with such sale, disposition or other realization, including all expenses, liabilities and advances incurred or made by Grantors Lender in connection therewith, including reasonable attorneys’ fees and expenses; second, to Lender until the other Liabilities are paid in full; and finally, upon payment in full of all of the Liabilities, to Grantor, or its representative or as a court of competent jurisdiction or Grantor may direct. Grantor agrees to indemnify and hold harmless Lender, its directors, managers, officers, employees, agents and parent, and subsidiary corporations, and each of them, from and against any and all liabilities, obligations, claims, damages, or expenses incurred by any of them arising out of or by reason of entering into this Assignment or the consummation of the transactions contemplated by this Assignment and to pay or reimburse Lender for the fees and disbursements of counsel incurred in connection with any terms investigation, litigation or other proceedings (whether or not Lender is a party thereto) arising out of or by reason of any of the aforesaid. Lender will promptly give Grantor written notice of the assertion of any claim which it believes is subject to the indemnity set forth in this Security Agreement Section 10 and will upon the request of Grantor promptly furnish Grantor with all material in its possession relating to such claim or the Loan Documents, or defense thereof to exercise any rights or remedies with respect the extent that Lender may do so without breach of duty to Collateral or otherwise, others. Any amounts properly due under this Section 10 shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationsbe payable to Lender immediately upon demand.

REMEDIES; RIGHTS UPON DEFAULT. (a) If 7.1 In addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or agreement securing, evidencing or relating to any of the Obligations, if any Event of Default shall have occurred and be continuing, Agent Lender may exercise any other rights or remedies afforded under any agreement, by law, at equity or otherwise, including the all rights and remedies of a secured party under the UCCCode, subject to Section 7.3 hereof. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any Collateral; kind (iiexcept the notice specified below of time and place of public or private sale) require Grantors to assemble Collateralor upon Grantor or any other Person (all and each of which demands, at Grantors’ expenseadvertisements and notices are hereby expressly waived to the maximum extent permitted by the Code and other applicable law), and make it available to Agent at a place designated by Agent; (iii) may forthwith enter upon the premises of Grantor where any premises where Collateral is located through self-help, without judicial process, without first obtaining a final judgment or giving Grantor or any other Person notice and store Collateral opportunity for a hearing on such premises until sold (Lender’s claim or action, and if may collect, receive, assemble, process, appropriate and realize upon the premises are owned Collateral, or leased by a Grantorany part thereof, Grantors agree not and may forthwith sell, lease, assign, give an option or options to charge for such storage); and (iv) purchase, or sell or otherwise dispose of any and deliver said Collateral in its then condition(or contract to do so), or after any further manufacturing or processing part thereof, in one or more parcels at a public or private salesale or sales, with at any exchange at such notice prices as it may deem acceptable, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption Grantor hereby releases. Such sales may be required by Applicable Law, in lots adjourned and continued from time to time with or in bulk, at such locations, all as Agent, in its sole discretion, deems advisablewithout notice. Each Grantor agrees that 10 days notice of any proposed sale or other disposition of Collateral by Agent shall be reasonable. Agent Lender shall have the right to conduct such sales on any Grantor’s premises, without charge, premises or elsewhere and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to selluse Grantor’s premises without charge for such time or times as Lender deems necessary or advisable. Grantor further agrees, lease at Lender’s request, to assemble the Collateral and make it available to Lender at places which Lender shall select, whether at Grantor’s premises or otherwise dispose elsewhere. Until Lender is able to effect a sale, lease, or other disposition of Collateral, Lender shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by Lender. Lender shall have no obligation to Grantor to maintain or preserve the rights of Grantor as against third parties with respect to Collateral while Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of Lender’s remedies with respect to such appointment without prior notice or hearing as to such appointment. Lender shall apply the net proceeds of any Collateral for cashsuch collection, credit recovery, receipt, appropriation, realization or any combination thereofsale to the Obligations as provided in the Credit Agreement, and Agent may purchase only after so paying over such net proceeds, and after the payment by Lender of any Collateral at public orother amount required by any provision of law, need Lender account for the surplus, if any, to Grantor. To the maximum extent permitted by applicable law, Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or sale of the Collateral except such as arise solely out of the gross negligence or willful misconduct of Lender as finally determined by a court of competent jurisdiction. Grantor agrees that ten (10) days prior notice by Lender of the time and place of any public sale or of the time after which a private sale and, in lieu may take place is reasonable notification of actual payment such matters. Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the purchase priceCollateral are insufficient to pay all Obligations, may set off the amount of including any reasonable and documented attorneys’ fees and other expenses incurred by Lender to collect such price against the Secured Obligationsdeficiency. 7.2 If any Event of Default shall have occurred and be continuing Lender or Lender’s designee may (a) notify Account Debtors of Grantor that the accounts, chattel paper, or general intangibles have been assigned to Lender or that Lender has a Lien thereon, or (b) collect the accounts, chattel paper, or general intangibles directly and charge the collection costs and expenses to the Loan Account. Grantor shall hold any Collections that it receives in trust for the Lender, as the Lender’s trustee, and within one (1) Business Day of receipt thereof will deliver said Collections to Lender or a Cash Management Bank in their original form as received by the Grantor. 7.3 Except as otherwise specifically provided herein, each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. 7.4 Notwithstanding any other provision of this Security Agreement, if a Default or an Event of Default is a payment default, a Default or an Event of Default with respect to Sections 4.20, 6.10 or 7.2 of the Credit Agreement, a Default or an Event of Default with respect to the occurrence of an event that has a Material Adverse Effect, in any case, solely with respect to any particular Liquidation Loan, or any other Default or Event of Default solely with respect to a particular Liquidation Loan (c) All covenantsother than a Default or an Event of Default that is the result of any fraud, conditionsacts in bad faith or intentional breach by Grantor), provisions, warranties, guaranties, indemnities then Lender may exercise the rights and other undertakings of Grantors contained remedies in this Security Agreement that are conditioned upon the occurrence or any other the Loan Documents are cumulative and not in derogation continuance of a Default or substitution an Event of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure or delay of Agent or any Lender to require strict performance by Grantors with any terms of this Security Agreement or the Loan Documents, or to exercise any rights or remedies Default only with respect to such Liquidation Loan and the Collateral or otherwise, shall not operate as a waiver thereof nor as establishment of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationsrelated thereto.

REMEDIES; RIGHTS UPON DEFAULT. (a) If any Default or Event of Default shall have occurred occur and be continuing, Agent Lender may exercise in addition to all other rights and remedies granted to it in this Security Agreement and in any other rights instrument or remedies afforded under any agreementagreement securing, by lawevidencing or relating to the Secured Obligations, at equity or otherwise, including the all rights and remedies of a secured party under the UCC. Such rights and remedies include Without limiting the rights to (i) take possession generality of the foregoing, each Grantor expressly agrees that in any such event Lender, without demand of performance or other demand, advertisement or notice of any kind (except the notice specified below of time and place of public or private sale) to or upon such Grantor or any other person (all and each of which demands, advertisements and/or notices are hereby expressly waived to the maximum extent permitted by the UCC and other applicable law), may forthwith collect, receive, appropriate and realize upon the Collateral; , or any part thereof, and/or may forthwith sell, lease, assign, give an option or options to purchase, or sell or otherwise dispose of and deliver said Collateral (ii) require Grantors or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange or broker's board or at any of Lender's offices or elsewhere at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of said Collateral so sold, free of any right or equity of redemption, which equity of redemption such Grantor hereby releases. Each Grantor further agrees, at Lender's request, to assemble Collateral, at Grantors’ expense, the Collateral and make it available to Agent Lender at a place designated by Agent; (iii) enter any places which Lender shall reasonably select, whether at such Grantor's premises where Collateral is located and store Collateral on such premises until sold (and if or elsewhere. The Lender shall apply the premises are owned or leased by a Grantor, Grantors agree not to charge for such storage); and (iv) sell or otherwise dispose net proceeds of any Collateral in its then conditionsuch collection, recovery, receipt, appropriation, realization or after any further manufacturing or processing thereof, at public or private sale, with as provided in Section 8(d) hereof, such notice as may be Grantor remaining liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by Lender of any other amount required by Applicable Lawany provision of law, in lots including section 9.504(1)(c) of the UCC, need Lender account for the surplus, if any, to such Grantor. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and demands against Lender arising out of the repossession, retention or in bulk, at sale of the Collateral except such locations, all as Agent, in its sole discretion, deems advisablearise out of the gross negligence or wilful misconduct of Lender. Each Grantor agrees that 10 days the Lender need not give more than ten (10) days' notice (which notification shall be deemed given when mailed or delivered on an overnight basis, postage prepaid, addressed to such Grantor at its address referred to in Section 11 hereof) of the time and place of any proposed public sale or other of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral by Agent shall be reasonable. Agent shall have are insufficient to pay all amounts to which Lender is entitled, such Grantor also being liable for the right to conduct such sales on any Grantor’s premises, without charge, and such sales may be adjourned from time to time in accordance with Applicable Law. Agent shall have the right to sell, lease or otherwise dispose fees of any Collateral for cash, credit or any combination thereof, and Agent may purchase any Collateral at public or, if permitted attorneys employed by law, private sale and, in lieu of actual payment of the purchase price, may set off the amount of Lender to collect such price against the Secured Obligationsdeficiency. (b) Except as otherwise specifically provided hereinEach Grantor also agrees to pay all costs of Lender, each including, without limitation, reasonable attorneys' fees, incurred in connection with the enforcement of any of its rights and remedies hereunder. (c) Each Grantor hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in connection with this Security Agreement or any Collateral. (c) All covenants, conditions, provisions, warranties, guaranties, indemnities and other undertakings of Grantors contained in this Security Agreement or any other the Loan Documents are cumulative and not in derogation or substitution of each other. In particular, the rights and remedies of Agent and Lenders are cumulative, may be exercised at any time and from time to time, concurrently or in any order, and shall not be exclusive of any other rights or remedies that Agent and Lenders may have, whether under any agreement, by law, at equity or otherwise. (d) The failure Proceeds of any sale, disposition or delay of Agent other realization upon all or any part of the Collateral shall be distributed by Lender in the following order of priorities: first, to require strict performance Lender in an amount sufficient to pay in full the expenses of Lender in connection with such sale, disposition or other realization, including all expenses, liabilities and advances incurred or made by Grantors with Lender in connection therewith, including, without limitation, attorney's fees; second, to Lender in an amount equal to the then unpaid principal of and accrued interest and prepayment premiums, if any, on the Secured Obligations; third, to Lender in an amount equal to any terms other Secured Obligations which are then unpaid; and finally, upon payment in full of this Security Agreement or all of the Loan DocumentsSecured Obligations, to pay to the Grantor, or to exercise any rights its representative or remedies with respect to Collateral or otherwise, shall not operate as a waiver thereof nor as establishment court of a course of dealing. All rights and remedies shall continue in full force and effect until Full Payment of all Secured Obligationscompetent jurisdiction may direct, any surplus then remaining from such Proceeds.