Common use of Rights and Remedies Generally upon Default Clause in Contracts

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party collateral agent under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party the Collateral Agent is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors each Obligor to notify (and each Obligor hereby authorizes the Administrative Collateral Agent, upon prior written notice to such Obligor, provided that if Collateral Agent is prevented from giving such notice by law no such notice shall be necessary, so to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors any Obligor to assemble the Collateral at such place or places, reasonably convenient to the Administrative Collateral Agent and the Obligorssuch Obligor, as the Administrative Collateral Agent may direct; (v) upon the request of the Required Lenders, the Administrative Collateral Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors any Obligor to cause the Pledged Shares to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective such Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the such Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required above or by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligorsany Obligor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Collateral Agent in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and is continuing, the Administrative Agent Agent, in addition to other rights and remedies provided for herein or in any other Loan Document, or otherwise available to it, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; provided that the Administrative Agent shall provide KCMH with prior notice thereof; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require prohibit withdrawals from, and/or apply to the Obligors to assemble payment of the Secured Obligations, any money or other property in the Collateral at such place or places, reasonably convenient to Account; provided that the Administrative Agent and the Obligors, as the Administrative Agent may directshall provide KCMH with prior notice thereof; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause any securities constituting part of the Pledged Shares Collateral, to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are securities is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the BorrowerKCMH) copies of any notices and communications received by it with respect to such Pledged Sharessecurities); and; (viivi) upon the request of the Required Lenders, the Administrative Agent may sell, lease, license, assign or otherwise dispose of all or any part of the Collateral, Collateral now owned or hereafter acquired at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (vii) if the Administrative Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Obligor pursuant this Section 6, each Obligor agrees that, upon the request of the Administrative Agent, such Obligor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b)6.04, shall be applied in accordance with Section 6.096.08.

Rights and Remedies Generally upon Default. If an Event of a Default shall have occurred and is continuing, the Administrative Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent Secured Party were the sole and absolute owner thereof (and each Obligor the Grantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent Secured Party in its discretion may, in its name or in the name of any Obligor the Grantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent Secured Party may require the Obligors Grantor to notify (and each Obligor the Grantor hereby authorizes the Administrative Agent Secured Party to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent Secured Party hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent Secured Party or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor the Grantor they shall be held in trust by such Obligor the Grantor for the benefit of the Administrative Agent Secured Party and as promptly as possible remitted or delivered to the Administrative Agent Secured Party for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent Secured Party may require the Obligors Grantor to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent Secured Party and the ObligorsGrantor, as the Administrative Agent Secured Party may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent Party may require the Obligors Grantor to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent Secured Party or its nominee (and the Administrative Agent Secured Party agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Agent Secured Party will thereafter promptly give to the respective Obligor (through the Borrower) Grantor copies of any notices and communications received by it with respect to such Pledged Shares); and (viivi) upon the request of the Required Lenders, the Administrative Agent Secured Party may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsGrantor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.054.05, including by virtue of the exercise of any license granted to the Administrative Agent Secured Party in Section 6.04(b4.04(b), shall be applied in accordance with Section 6.094.09.

Rights and Remedies Generally upon Default. If an Event of a Default shall have occurred and is continuing, and any Purchaser or the Administrative Grantor shall have notified the Collateral Agent in writing thereof, the Collateral Agent, on behalf of the Secured Parties, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor the Grantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing, the Collateral Agent may: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion maydiscretion, in its name or in the name of any Obligor the Grantor or otherwise, demand, sxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Grantor to notify (and each Obligor the Grantor hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor the Grantor they shall be held in trust by such Obligor the Grantor for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Grantor to assemble the Collateral at such place or places, reasonably convenient to the Administrative Collateral Agent and the ObligorsGrantor, as the Administrative Collateral Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligationsintentionally omitted; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Grantor to cause the Pledged Shares to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor (through the Borrower) Grantor copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or Collateral Agent, any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsGrantor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Agent Secured Party in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor Grantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor Grantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Grantors to notify (and each Obligor Grantor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor Grantor they shall be held in trust by such Obligor Grantor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Grantors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the ObligorsGrantors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Grantors to cause the Pledged Shares Interests to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are Interests is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor Grantor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged SharesInterests); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsGrantors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), 17 shall be applied in accordance with Section 6.0917(h).

Rights and Remedies Generally upon Default. If Upon the acceleration of the Loan following the occurrence of an Event of Default shall have occurred and is continuingDefault, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor the Borrower agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor the Borrower or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Borrower to cause the Pledged Shares to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and of the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name Lenders or the name of its nominee, the Administrative Agent will thereafter promptly give to the their respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares)nominees; and (viiiv) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsBorrower, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue 4.05 shall be transferred to the account of the exercise of any license granted Collateral Agent (as such account may be established from time to the Administrative Agent in Section 6.04(b), shall be applied time in accordance with Section 6.09the Seller Credit Agreement). The Collateral Agent shall provide to the Borrower prompt notice of the establishment of any such account and all relevant account information for any such account.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code New York UCC (whether or not the Uniform Commercial Code New York UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor Loan Party agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoingforegoing if an Event of Default shall have occurred and be continuing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor such Loan Party or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Loan Party to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligorssuch Loan Party, as the Administrative Agent may direct; (viv) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (viv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors such Loan Party to cause the Pledged Shares Equity Interests to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are Equity Interests is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) such Loan Party copies of any notices and communications received by it with respect to such the Pledged SharesEquity Interests); and (viivi) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligorssuch Loan Party, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds Each Loan Party agrees that to the extent the Administrative Agent is required by applicable law to give reasonable prior notice of each collection, any sale or other disposition under of any Collateral, ten days’ notice shall be deemed to constitute reasonable prior notice. None of the Secured Parties shall incur any liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Section 6.05, including conducted in a commercially reasonable manner. Each Loan Party hereby waives any claims against the Secured Parties arising by virtue reason of the exercise fact that the price at which the Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale or was less than the aggregate amount of any license granted to the Obligations, even if the Administrative Agent accepts the first offer received and does not offer the Collateral to more than one offeree. Each Loan Party agrees that a breach of the covenants and agreements contained in Section 6.04(b)this Agreement will cause irreparable injury to the Secured Parties, that the Secured Parties have no adequate remedy at law in respect of such breach and, as a consequence, agrees that such covenants and agreements shall be applied in accordance with Section 6.09specifically enforceable against each Loan Party by the Administrative Agent, for the benefit of the Secured Parties, and each Loan Party hereby waives and agrees not to assert any defenses against an action for specific performance of such covenants.

Rights and Remedies Generally upon Default. If Subject to the Intercreditor Agreement, if applicable, if an Event of Default shall have occurred and is continuing, the Administrative Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the rightright (but not the obligation), to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent Lender were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: foregoing the Lender may, but shall not be obligated to: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx sue for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; ; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; ; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent Lender to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent Lender hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent Lender or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent Lender and as promptly as possible remitted or delivered to the Administrative Agent Lender for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have have, subject to and in accordance with the Gaming Laws, all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may directdirect (provided that the Obligors shall not be required to deliver Collateral consisting of gaming devices to a location in a jurisdiction where possession of such items is unlawful); (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and; (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (viii) with respect to any Collateral located within or subject to the jurisdiction of a Gaming Board, the Administrative Agent may request such Gaming Board to petition such local judicial or administrative tribunal or other authority as may be deemed appropriate by the Administrative Agent for the appointment of a supervisor or similar official to conduct the normal gaming activities on the premises following the appointment of a receiver or similar remedy. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, then subject to Section 6.02(d) of the Administrative Credit Agreement, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by lawLaw, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor the Pledgor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Pledgor to cause the Pledged Shares Equity Interests to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are Equity Interests is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor Pledgor (through the Borrower) copies of any notices and communications received by it with respect to such the Pledged SharesEquity Interests); and (viiii) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party Parties or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by lawLaw, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), ) of the ObligorsPledgor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale sale, or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), 4.05 shall be applied in accordance with Section 6.094.08.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, then subject to Section 6.02(d) of the Administrative Credit Agreement, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, Law to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor the Pledgor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Pledgor to cause the Pledged Shares Equity Interests to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are Equity Interests is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor Pledgor (through the Borrower) copies of any notices and communications received by it with respect to such the Pledged SharesEquity Interests); and (viiii) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party Parties or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by lawLaw, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsPledgor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale sale, or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), 4.05 shall be applied in accordance with Section 6.094.08.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuingcontinuing and upon receipt by the Borrower of written notice thereof from the Administrative Agent, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require prohibit withdrawals from, and/or apply to the Obligors to assemble payment of the Secured Obligations, any money or other property in the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may directAccount and/or any Investment Fund Payment Account; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause any securities constituting part of the Pledged Shares Collateral to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are securities is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Sharessecurities); and (viivi) upon the request of the Required Lenders, the Administrative Agent may (subject to any contractual rights of first offer, which in any event shall include (i) the pro rata right of first offer of each shareholder, member or other equity holder (other than the relevant Obligor), in the case of the exercise of remedies with respect to any private equity co-investment, and (ii) the right of first offer of the general partner of an Investment Fund, in the case of the exercise of remedies with respect to any Investment Fund; and further subject to any transfer restrictions affecting any shareholder, member, limited partner or other equity holder in respect of such Portfolio Investment) sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent Agent, in addition to other rights and remedies provided for herein or in any other Loan Document, or otherwise available to it, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; provided that the Administrative Agent shall provide KCMH with prior notice thereof; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require prohibit withdrawals from, and/or apply to the Obligors to assemble payment of the Secured Obligations, any money or other property in the Collateral at such place or places, reasonably convenient to Account; provided that the Administrative Agent and the Obligors, as the Administrative Agent may directshall provide KCMH with prior notice thereof; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause any securities constituting part of the Pledged Shares Collateral, to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are securities is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the BorrowerKCMH) copies of any notices and communications received by it with respect to such Pledged Sharessecurities); and; (viivi) upon the request of the Required Lenders, the Administrative Agent may sell, lease, license, assign or otherwise dispose of all or any part of the Collateral, Collateral now owned or hereafter acquired at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (vii) if the Administrative Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Obligor pursuant this Section 6, each Obligor agrees that, upon the request of the Administrative Agent, such Obligor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b)6.04, shall be applied in accordance with Section 6.096.08.

Rights and Remedies Generally upon Default. If IfSubject to the Intercreditor Agreement, if an Event of Default shall have occurred and is continuing, the Administrative Agent Agent, in addition to other rights and remedies provided for herein or in any other Loan Document, or otherwise available to it, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; provided that the Administrative Agent shall provide KCMH with prior notice thereof; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require prohibit withdrawals from, and/or apply to the Obligors to assemble payment of the Secured Obligations, any money or other property in the Collateral at such place or places, reasonably convenient to Account; provided that the Administrative Agent and the Obligors, as the Administrative Agent may directshall provide KCMH with prior notice thereof; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause any securities constituting part of the Pledged Shares Collateral, to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are securities is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the BorrowerKCMH) copies of any notices and communications received by it with respect to such Pledged Sharessecurities); and; (viivi) upon the request of the Required Lenders, the Administrative Agent may sell, lease, license, assign or otherwise dispose of all or any part of the Collateral, Collateral now owned or hereafter acquired at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, licensee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (vii) if the Administrative Agent shall determine to exercise its right to sell all or any of the Security Collateral of any Obligor pursuant this Section 6, each Obligor agrees that, upon the request of the Administrative Agent, such Obligor will, at its own expense, do or cause to be done all such other acts and things as may be necessary to make such sale of such Security Collateral or any part thereof valid and binding and in compliance with applicable law. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b)6.04, shall be applied in accordance with Section 6.096.08.

Rights and Remedies Generally upon Default. If Subject to the Intercreditor Agreement, if an Event of Default shall have occurred and is continuing, the Administrative Agent Agent, in addition to other rights and remedies provided for herein or in any other Loan Document, or otherwise available to it, shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; provided that the Administrative Agent shall provide KCMH with prior notice thereof; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.,

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may directreasonably select; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the BorrowerCompany) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If an Event of a Default shall have occurred and is continuing, the Administrative Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent Secured Party were the sole and absolute owner thereof (and each Obligor the Grantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent Secured Party in its discretion may, in its name or in the name of any Obligor the Grantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent Secured Party may require the Obligors Grantor to notify (and each Obligor the Grantor hereby authorizes the Administrative Agent Secured Party so to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent Secured Party hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent Secured Party or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor the Grantor they shall be held in trust by such Obligor the Grantor for the benefit of the Administrative Agent Secured Party and as promptly as possible remitted or delivered to the Administrative Agent Secured Party for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent Secured Party may require the Obligors Grantor to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent Secured Party and the ObligorsGrantor, as the Administrative Agent Secured Party may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent Party may require the Obligors Grantor to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent Secured Party or its nominee (and the Administrative Agent Secured Party agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Agent Secured Party will thereafter promptly give to the respective Obligor (through the Borrower) Grantor copies of any notices and communications received by it with respect to such Pledged Shares); and (viivi) upon the request of the Required Lenders, the Administrative Agent Secured Party may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsGrantor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Agent Secured Party in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09. The provisions of this Section 5.05(a) will in all cases be subject to the terms of the Subordination Agreement and the Subordinated Security Agreement and any subordination agreement related thereto.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the rightright (but not the obligation), to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: foregoing the Collateral Agent may, but shall not be obligated to: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx sue for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; ; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; ; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.in

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor Subsidiary Guarantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion discretion, at the direction of the Rquired Lenders, may, in its name or in the name of any Obligor Subsidiary Guarantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Subsidiary Guarantors to notify (and each Obligor Subsidiary Guarantor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);direct; or (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, at the direction of the Required Lenders, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party Creditor or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSubsidiary Guarantors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If Upon the acceleration of the Loans following the occurrence of an Event of Default shall have occurred and is continuingDefault, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor the Borrower agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor the Borrower or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the CollateralCollateral with the written consent of the Administrative Agent; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Borrower to cause the Pledged Shares to be transferred of record into the name of the Collateral Agent or of the Lenders or their respective nominees; (iv) the Collateral Agent may require the Borrower to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor the Borrower they shall be held in trust by such Obligor the Borrower for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct;; and (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsBorrower, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted 4.05 shall be transferred to the Administrative Agent in Section 6.04(b), shall be applied Collateral Agent’s Account in accordance with Section 6.094.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Collateral Agent shall have have, subject to Section 6.14, all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Collateral Agent and the Obligors, as the Administrative Collateral Agent may direct; (v) upon the request of the Required Lenders, the Administrative Collateral Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Obligors, subject to Section 6.14, to cause the Pledged Shares Equity to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are Equity is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor (through the BorrowerCompany) copies of any notices and communications received by it with respect to such Pledged SharesEquity); and; (vii) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned; and (viii) the Collateral Agent may seek the appointment of a receiver or trustee as provided in Section 6.14(c). The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Collateral Agent in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If an Event of a Default shall have occurred and is continuing, the Administrative Agent Secured Party shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent Secured Party were the sole and absolute owner thereof (and each Obligor the Grantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent Secured Party in its discretion may, in its name or in the name of any Obligor the Grantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent Secured Party may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent Secured Party may require the Obligors Grantor to notify (and each Obligor the Grantor hereby authorizes the Administrative Agent Secured Party so to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent Secured Party hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent Secured Party or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor the Grantor they shall be held in trust by such Obligor the Grantor for the benefit of the Administrative Agent Secured Party and as promptly as possible remitted or delivered to the Administrative Agent Secured Party for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent Secured Party may require the Obligors Grantor to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent Secured Party and the ObligorsGrantor, as the Administrative Agent Secured Party may direct; (v) upon the request of the Required Lenders, the Administrative Agent Secured Party may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent Secured Party may require the Obligors Grantor to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent Secured Party or its nominee (and the Administrative Agent Secured Party agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Agent Secured Party will thereafter promptly give to the respective Obligor (through the Borrower) Grantor copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent Secured Party may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsGrantor, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Agent Secured Party in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, subject to the Administrative BrandCo Intercreditor Agreement, the First Lien Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative First Lien Collateral Agent were the sole and absolute owner thereof (and each Obligor Subsidiary Guarantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request First Lien Collateral Agent in its discretion, at the direction of the Required Term B-1 Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor Subsidiary Guarantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative First Lien Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative First Lien Collateral Agent may require the Obligors Subsidiary Guarantors to notify (and each Obligor Subsidiary Guarantor hereby authorizes the Administrative First Lien Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative First Lien Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative First Lien Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);direct; or (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient Subject to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required LendersBrandCo Intercreditor Agreement, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative First Lien Collateral Agent deems best, at the direction of the Required Term B-1 Lenders, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative First Lien Collateral Agent or any other First Lien Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSubsidiary Guarantors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The First Lien Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor Securing Party agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor Securing Party or otherwise, demand, sxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Securing Parties to notify (and each Obligor Securing Party hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned pledged to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor Securing Party they shall be held in trust by such Obligor Securing Party for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Securing Parties to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the ObligorsSecuring Parties, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Securing Parties to cause the Pledged Shares Equity to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are Equity is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor Securing Party (through the Borrower) copies of any notices and communications received by it with respect to such Pledged SharesEquity); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSecuring Parties, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, subject to the Administrative Orders, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor Subsidiary Guarantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request Collateral Agent in its discretion, at the direction of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor Subsidiary Guarantor or otherwise, demand, sxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Subsidiary Guarantors to notify (and each Obligor Subsidiary Guarantor hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);direct; or (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient Subject to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required LendersOrders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, at the direction of the Required Lenders, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSubsidiary Guarantors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If an Event of Default ------------------------------------------ shall have occurred and is continuing, the Administrative Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent were the sole and absolute owner thereof (and each Obligor the Company agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor the Company or otherwise, demand, sxx sue for, collect or receive any money or other property at any time xxxe payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Company to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the ObligorsCompany, as the Administrative Agent may direct; (viv) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (viv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Company to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) Company copies of any notices and communications received by it with respect to such the Pledged Shares); and (viivi) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.Pledge Agreement ----------------

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor Securing Party agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (ia) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor Securing Party or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (iib) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iiic) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Securing Parties to notify (and each Obligor Securing Party hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned pledged to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor Securing Party they shall be held in trust by such Obligor Securing Party for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein)) and take such steps as may be desirable or necessary to comply with the Assignment of Claims Act; (ivd) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Securing Parties to assemble the Collateral at such place or places, reasonably convenient to the Administrative Collateral Agent and the ObligorsSecuring Parties, as the Administrative Collateral Agent may direct; (ve) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Securing Parties to cause the Pledged Shares Equity to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are Equity is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor Securing Party (through the Borrower) copies of any notices and communications received by it with respect to such Pledged SharesEquity); and (viif) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSecuring Parties, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.054.05, including by virtue of the exercise of any license granted to the Administrative Collateral Agent in Section 6.04(b4.04(b), shall be applied in accordance with Section 6.094.09.

Rights and Remedies Generally upon Default. If Upon the occurrence of an Event of Default shall have occurred and is continuingor breach by the Pledgor of its obligations under the Guaranty, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor the Borrower agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor the Borrower or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the Collateral Agent may, at the written request of the Required LendersGuarantor, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Borrower to cause the Pledged Shares to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and of the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name Guarantor or the name of its nominee, the Administrative Agent will thereafter promptly give to the their respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares)nominees; and (viiiv) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent Guarantor deems bestbest and so directs, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsBorrower, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue 4.05 shall be transferred to an account of the exercise Collateral Agent (as such account may be established from time to time). The Collateral Agent shall provide to the Borrower prompt notice of the establishment of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09such account and all relevant account information for any such account.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the First Lien Collateral and the Second Lien Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the such Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the such Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the such Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the such Collateral; (iii) upon the request of the Required LendersCollateral Agent may, the Administrative Agent or may require the Obligors to to, notify (and each Obligor hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the such Collateral that such Collateral has been assigned to the Administrative Collateral Agent (as agent for the First Lien Claimholders and as agent for the Second Lien Claimholders) hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors to assemble the such Collateral at such place or places, reasonably convenient to the Administrative Collateral Agent and the Obligors, as the Administrative Collateral Agent may direct; (v) upon the request of the Required Lenders, the Administrative Collateral Agent may apply the Collateral Account and any money or other property therein to payment as provided in Section 4.1(b) of the Secured ObligationsIntercreditor Agreement; (vi) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the such Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other holder of any Secured Party Obligation or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the such Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.055.05, including by virtue of the exercise of any license granted to the Administrative Collateral Agent in Section 6.04(b5.04(b), shall be applied in accordance with Section 6.095.09.

Rights and Remedies Generally upon Default. If Upon the acceleration of the Loans following the occurrence of an Event of Default shall have occurred and is continuingDefault, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor the Borrower agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor the Borrower or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Borrower to cause the Pledged Shares to be transferred of record into the name of the Collateral Agent or of the Lenders or their respective nominees; (iv) the Collateral Agent may require the Borrower to notify (and each Obligor the Borrower hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor the Borrower they shall be held in trust by such Obligor the Borrower for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent and the Obligors, as the Administrative Agent may direct;; and (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsBorrower, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted 4.05 shall be transferred to the Administrative Agent in Section 6.04(b), shall be applied Agent’s Account in accordance with Section 6.094.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, subject to the Administrative BrandCo Intercreditor Agreement, the Second Lien Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Second Lien Collateral Agent were the sole and absolute owner thereof (and each Obligor Subsidiary Guarantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request Second Lien Collateral Agent in its discretion, at the direction of the Required Term B-2 Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor Subsidiary Guarantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Second Lien Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Second Lien Collateral Agent may require the Obligors Subsidiary Guarantors to notify (and each Obligor Subsidiary Guarantor hereby authorizes the Administrative Second Lien Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Second Lien Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Second Lien Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);direct; or (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient Subject to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required LendersBrandCo Intercreditor Agreement, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Second Lien Collateral Agent deems best, at the direction of the Required Term B-2 Lenders, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Second Lien Collateral Agent or any other Second Lien Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSubsidiary Guarantors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Second Lien Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor Pledgor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor Pledgor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Pledgors to notify (and each Obligor Pledgor hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor Pledgor they shall be held in trust by such Obligor Pledgor for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein); (iv) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Pledgors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Collateral Agent and the ObligorsPledgors, as the Administrative Collateral Agent may direct; (v) upon the request of the Required Lenders, the Administrative Collateral Agent may apply each of the Collateral Account Accounts and any money or other property therein to payment of the Secured ObligationsObligations in accordance with the priorities set forth in Credit Agreement; (vi) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Pledgors to cause the Pledged Shares Equity to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are Equity is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor Pledgor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged SharesEquity); and (vii) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Collateral Agent (at the instruction of the Administrative Agent Agent) deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsPledgors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Collateral Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If Subject to the Intercreditor Agreement, if applicable, if an Event of Default shall have occurred and is continuing, the Administrative Agent Lender shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code UCC (whether or not the Uniform Commercial Code UCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the rightright (but not the obligation), to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Agent Lender were the sole and absolute owner thereof (and each Obligor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: foregoing the Lender may, but shall not be obligated to: (i) upon the request of the Required Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor or otherwise, demand, sxx sue for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; ; (ii) upon the request of the Required Lenders, the Administrative Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; ; (iii) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to notify (and each Obligor hereby authorizes the Administrative Agent Lender to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Agent Lender hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Agent Lender or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent Lender and as promptly as possible remitted or delivered to the Administrative Agent Lender for application as provided herein); ; (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient to the Administrative Agent Lender and the Obligors, as the Administrative Agent Lender may direct; ; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent Lender or its nominee (and the Administrative Agent Xxxxxx agrees that if any of such Pledged Shares are is transferred into its name or the name of its nominee, the Administrative Agent Xxxxxx will thereafter promptly give to the respective Obligor (through the BorrowerCompany) copies of any notices and communications received by it with respect to such Pledged Shares); and and (viivi) upon the request of the Required Lenders, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Agent Lender deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Agent or any other Secured Party Lender or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Obligors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.Collateral

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, subject to the Administrative BrandCo Intercreditor Agreement, the Third Lien Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code (whether or not the Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Third Lien Collateral Agent were the sole and absolute owner thereof (and each Obligor Subsidiary Guarantor agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request Third Lien Collateral Agent in its discretion, at the direction of the Required Term B-3 Lenders, the Administrative Agent in its discretion may, in its name or in the name of any Obligor Subsidiary Guarantor or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Third Lien Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Third Lien Collateral Agent may require the Obligors Subsidiary Guarantors to notify (and each Obligor Subsidiary Guarantor hereby authorizes the Administrative Third Lien Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned to the Administrative Third Lien Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Third Lien Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor they shall be held in trust by such Obligor for the benefit of the Administrative Agent and as promptly as possible remitted or delivered to the Administrative Agent for application as provided herein);direct; or (iv) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to assemble the Collateral at such place or places, reasonably convenient Subject to the Administrative Agent and the Obligors, as the Administrative Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors to cause the Pledged Shares to be transferred of record into the name of the Administrative Agent or its nominee (and the Administrative Agent agrees that if any of such Pledged Shares are transferred into its name or the name of its nominee, the Administrative Agent will thereafter promptly give to the respective Obligor (through the Borrower) copies of any notices and communications received by it with respect to such Pledged Shares); and (vii) upon the request of the Required LendersBrandCo Intercreditor Agreement, the Administrative Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Third Lien Collateral Agent deems best, at the direction of the Required Term B-3 Lenders, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Third Lien Collateral Agent or any other Third Lien Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSubsidiary Guarantors, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark The Third Lien Collateral subject to such disposition shall be included. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.05, including by virtue of the exercise of any license granted to the Administrative Agent in Section 6.04(b), shall be applied in accordance with Section 6.09.

Rights and Remedies Generally upon Default. If an Event of Default shall have occurred and is continuing, the Administrative Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the Uniform Commercial Code NYUCC (whether or not the Uniform Commercial Code NYUCC is in effect in the jurisdiction where the rights and remedies are asserted) and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted, including the right, to the fullest extent permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the Collateral as if the Administrative Collateral Agent were the sole and absolute owner thereof (and each Obligor Securing Party agrees to take all such action as may be appropriate to give effect to such right); and without limiting the foregoing: (i) upon the request of the Required Lenders, the Administrative Collateral Agent in its discretion may, in its name or in the name of any Obligor Securing Party or otherwise, demand, sxx xxx for, collect or receive any money or other property at any time payable or receivable on account of or in exchange for any of the Collateral, but shall be under no obligation to do so; (ii) upon the request of the Required Lenders, the Administrative Collateral Agent may make any reasonable compromise or settlement deemed desirable with respect to any of the Collateral and may extend the time of payment, arrange for payment in installments, or otherwise modify the terms of, any of the Collateral; (iii) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Securing Parties to notify (and each Obligor Securing Party hereby authorizes the Administrative Collateral Agent to so notify) each account debtor in respect of any Account, Chattel Paper or General Intangible, and each obligor on any Instrument, constituting part of the Collateral that such Collateral has been assigned pledged to the Administrative Collateral Agent hereunder, and to instruct that any payments due or to become due in respect of such Collateral shall be made directly to the Administrative Collateral Agent or as it may direct (and if any such payments, or any other Proceeds of Collateral, are received by any Obligor Securing Party they shall be held in trust by such Obligor Securing Party for the benefit of the Administrative Collateral Agent and as promptly as possible remitted or delivered to the Administrative Collateral Agent for application as provided herein)) and take such steps as may be desirable or necessary to comply with the Assignment of Claims Act; (iv) upon the request of the Required Lenders, the Administrative Collateral Agent may require the Obligors Securing Parties to assemble the Collateral at such place or places, reasonably convenient to the Administrative Collateral Agent and the ObligorsSecuring Parties, as the Administrative Collateral Agent may direct; (v) upon the request of the Required Lenders, the Administrative Agent may apply the Collateral Account and any money or other property therein to payment of the Secured Obligations; (vi) upon the request of the Required Lenders, the Administrative Agent may require the Obligors Securing Parties to cause the Pledged Shares Equity to be transferred of record into the name of the Administrative Collateral Agent or its nominee (and the Administrative Collateral Agent agrees that if any of such Pledged Shares are Equity is transferred into its name or the name of its nominee, the Administrative Collateral Agent will thereafter promptly give to the respective Obligor Securing Party (through the Borrower) copies of any notices and communications received by it with respect to such Pledged SharesEquity); and (viivi) upon the request of the Required Lenders, the Administrative Collateral Agent may sell, lease, assign or otherwise dispose of all or any part of the Collateral, at such place or places as the Administrative Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to effect any such disposition or of the time or place thereof (except such notice as is required by applicable statute and cannot be waived), and the Administrative Collateral Agent or any other Secured Party or anyone else may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the ObligorsSecuring Parties, any such demand, notice and right or equity being hereby expressly waived and released. In the event of any sale, assignment, or other disposition of any of the Trademark Collateral, the goodwill connected with and symbolized by the Trademark Collateral subject to such disposition shall be included. The Administrative Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Proceeds of each collection, sale or other disposition under this Section 6.054.05, including by virtue of the exercise of any license granted to the Administrative Collateral Agent in Section 6.04(b4.04(b), shall be applied in accordance with Section 6.094.09.