Common use of Rights and Remedies Generally Clause in Contracts

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance continuation of any Event of Default, the Lender Agent for and on behalf of the Lenders shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender Agent (with the consent or at the direction of Required Lenders) to sell, assign, or lease (as applicable) any or all of the Collateral or the Real PropertyEstate. Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender Agent and make it available to Lender Agent at the Facility or any location designated by LenderAgent. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender Agent and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender Agent (with the consent of or at the direction of the Required Lenders) after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender Agent may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender Agent may, in its sole discretion, cause the Collateral to remain on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender Agent shall have the right after an Event of Default and during the continuance thereof to conduct such sales (with the consent of the Required Lenders) on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender Agent may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any While an Event of DefaultDefault exists, Agents may (or, upon the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any request of the other Financing AgreementsRequired DDTL Approving Lenders, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, includingshall), without limitationnotice or demand, the right of Lender to sell, assign, or lease do any or all of the Collateral or the Real Property. Upon notice to the Borrowers after following: (i) terminate all Commitments and declare all Obligations (including any applicable Prepayment Premium and Make-Whole Amount) immediately due and payable (but if an Event of Default described in Section 8.01(f) occurs, all Commitments shall terminate and during all Obligations outstanding shall immediately be due and payable without any action by any Agent or any Lender); (ii) stop advancing money or extending credit for Xxxxxxxx’s benefit under this Agreement or under any other agreement between Borrower and any Agent or any Lender; (iii) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party for amounts on terms and in any order that Administrative Agent considers advisable, notify any Person owing any Loan Party money of Collateral Agent’s Lien on such funds, and verify the continuance thereofamount of such account. Each Loan Party shall collect all payments in trust for the applicable Agent for the benefit of Lenders and, Borrowers at their own expense shall if requested by Administrative Agent, immediately deliver the payments to Lenders in the form received from the Account Debtor, with proper endorsement for deposit; (iv) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral or require the Loan Parties (and each Loan Party hereby agrees) to assemble all the Collateral if Administrative Agent so requests and make it available as Administrative Agent so designates. Any Agent or any Lender may enter the premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to Collateral as determined Agent’s Lien thereon and pay all expenses incurred. Each Loan Party grants Agents for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of any Agent’s or any other Lending Party’s rights or remedies; (v) apply to the Obligations any (A) balances and deposits of any Loan Party that it holds, or (B) any amount held by Lender and make it available any Agent or Lenders owing to Lender at or for the credit or the account of any location designated by Lender. In such eventLoan Party; (vi) ship, the Borrowers shallreclaim, at their sole cost and expenserecover, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remediesstore, the finish, maintain, repair, prepare for sale, lease or other disposition of advertise for sale, and sell the Collateral, and each Agent is hereby granted a non-exclusive, royalty-free license or other right to use without charge, Borrowers’, Borrowers’ Subsidiaries’, or Parent’s labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, or any part thereofsimilar property as it pertains to the Collateral, by the Lender after an Event of Default and during the continuance thereof may be in completing production of, advertising for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and selling any Collateral and, in lieu connection with Agents’ exercise of actual payment their rights under this Section 8.02(a), each Loan Party’s and each of such purchase priceBorrowers’ Subsidiaries’ rights under all licenses and all franchise agreements inure to Agents for benefit of Lenders; (vii) place a “hold” on any account maintained with either Agent and/or deliver a notice of exclusive control, may set-off the amount any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of such purchase price against the Liabilities any Collateral; (viii) demand and receive possession of the Borrowers then owing. Any sales Books and Records of such Collateral may be adjourned from time each Loan Party; and (ix) exercise all default rights and remedies available to time with Lending Parties under the Loan Documents or without notice. The Lender mayat law or equity, in its sole discretionincluding all default remedies provided under the Uniform Commercial Code and the PPSA, cause as applicable (including disposal of the Collateral collateral (including all Collateral) pursuant to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender may see fitterms thereof).

Rights and Remedies Generally. Upon the occurrence If a Default shall have occurred and during the continuance of any Event of Defaultbe continuing, the Lender Bank shall have, without any other notice to or demand upon any Obligor, in any jurisdiction in which enforcement hereof is sought, in addition to any other rights and remedies contained in this Agreement and or in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code UCC or other applicable lawslaws and any additional rights and remedies which may be provided to a secured party in any jurisdiction in which any Collateral is located, all including the right to take possession of the Collateral, and for that purpose Bank may, to the extent that each Obligor can give authority therefor, enter upon any premises on which the Collateral may be situated and remove the same therefrom. All such rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender Bank after an Event of a Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender Bank may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-set off the amount of such purchase price against the Liabilities of the Borrowers then owing. Any sales of such the Collateral may be adjourned from time to time with or without notice. The Lender Bank may, in its sole discretion, cause the Collateral to remain on any BorrowerObligor’s premises, at the Borrowers’ expense, pending sale or other disposition of such the Collateral. The Lender Bank shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any BorrowerObligor’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender Bank may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereof, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender Administrative Agent and Lenders shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender Administrative Agent to sell, assign, or lease any or all of the Collateral or the Real PropertyCollateral. Upon notice to Borrower upon the Borrowers after an Event of Default and occurrence or during the continuance thereofof any Event of Default, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender Administrative Agent and make it available to Lender Administrative Agent at any location designated by Lenderreasonably convenient to Administrative Agent. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender Administrative Agent and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender Administrative Agent after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender Administrative Agent (on behalf of Lenders and itself) may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender Administrative Agent may, in its sole discretion, cause the Collateral to remain on any Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender Administrative Agent shall have the right after an upon the occurrence or during the continuance of any Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender Administrative Agent may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any an Event of Default, the Lender Secured Party shall havebe entitled to exercise, in addition to any other and all rights and remedies contained in this Agreement and in any of and all other agreements with the other Financing AgreementsDebtor, any and all of the rights and remedies of available to a secured party under the Code UCC or other applicable laws, all of which rights and remedies shall be cumulativelaw, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to may: sell, assignlease, transfer, endorse, assign or lease any or all of deliver the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all whole or any part of the Collateral at any public or, if permitted by law, or private sale. Upon consummation of any such sale, the Secured Party shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Collateral or any portion thereof so sold. Each such purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of any Debtor. The Secured Party shall give the Debtor at least ten (10) days’ written notice (which the Debtor agrees is reasonable notification within meaning of the applicable sections of the UCC) of the Secured Party’s intention to attempt to make any such public or private sale of its Collateral. Such notice, in lieu the case of actual payment public sale, shall state the time and place for such sale (which may be on the premises of such purchase price, Debtor). Any public sale of any of the Collateral shall be held at such time or times within ordinary business hours and at such place or places as the Secured Party may set-off fix and so state in the amount notice of such purchase price against sale. At any such sale, the Liabilities of Collateral or any portion thereof may be sold in its entirety or in separate parcels, as determined by the Borrowers then owingSecured Party (in its sole discretion). Any sales of such Collateral may The Secured Party may, without any notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time with or without notice. The Lender by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. As an alternative to exercising the power of sale herein conferred upon it, the Secured Party may proceed by action at law or in its sole discretion, cause equity to foreclose the security interest created under this Agreement and sell the Collateral or any portion thereof pursuant to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale judgment or other disposition decree of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ expense, a court or elsewhere, on such occasion or occasions as the Lender may see fitcourts having competent jurisdiction.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing AgreementsAgreements and the Revolving Loan Documents, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real PropertyEstate. Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

Rights and Remedies Generally. (1) Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by lawLaw, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and the Lender, upon the occurrence of an Event of Default, may proceed against Borrower, and/or the Collateral, at any time, under any agreement, with any available remedy and in any order. All sums received from Borrower and/or the Collateral or in respect of the Real PropertyLoans may be applied by the Lender to any Liabilities in such order of application and in such amounts as the Lender shall deem appropriate in its discretion. Borrower waives any right it may have to require the Lender to pursue any Person for any of the Liabilities. (2) Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real PropertyCollateral. Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any an Event of Default, the Lender shall have, in addition to any other rights and remedies contained in Default by Borrower under this Agreement and in notice thereof by Lender to Borrower, except as hereinafter provided, Lender may, at its sole election, without notice of its election and without demand, do any one or more of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable lawsfollowing, all of which are authorized by Borrower: (a) Declare all Obligations, whether evidenced by this Agreement, by the Revolving Loan Note, or otherwise, immediately due and payable; provided, that all Obligations shall be immediately due and payable (b) Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, or any other agreement between Borrower and Lender; (c) Terminate this Agreement as to any future liability or obligation of Lender with respect to the Revolving Loans and Letters of Credit but without affecting Lender's rights and remedies shall be cumulativeLien in the Collateral and without affecting the Obligations owing by Borrower to Lender; (d) Without notice to or demand upon Borrower, make such payments and do such acts as Lender considers necessary or reasonable to protect its Lien in the Collateral. Borrower agrees to assemble the Collateral if Lender so requires, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of make the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by as Lender may designate. Borrower authorizes Lender to enter the premises where the Collateral is located subject to the terms of the related real estate leases, take and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition maintain possession of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereofit, and to pay, purchase, contest or compromise any Lien which in the opinion of Lender may purchase appears to be prior or superior to its Lien (exclusive of the Lien of Alliance on the Alliance Collateral) and to pay all expenses incurred in connection therewith; (e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral; (f) Sell some or any part all of the Collateral at either public oror private sales, if permitted or both, by lawway of one or more contracts or transactions, private salefor cash or on terms, in such manner and in lieu of actual payment of at such purchase price, may set-off places (including Borrower's premises subject to the amount of such purchase price against the Liabilities terms of the Borrowers then owingrelated real estate leases) as is commercially reasonable in the opinion of Lender. Any sales It is not necessary that the Collateral be present at any such sale. Lender is hereby granted a license or other right to use, without charge, Borrower's labels, patents, copyrights, rights of such Collateral may be adjourned from time use of any name, logo, trade secrets, trade names, trademarks, customer lists and advertising matter, or any property of a similar nature, as it pertains to time with or without notice. The Lender maythe Collateral, in its sole discretioncompleting production of, cause the advertising for sale and selling any Collateral and Borrower's rights under all licenses and all franchise agreements shall inure to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender may see fitLender's benefit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any an Event of Default, the Lender shall have, in addition to any other rights and remedies contained in Default by Borrowers under this Agreement and in any notice thereof by Agent to Borrowers, except as hereinafter provided, Agent may, with the consent of the other Financing AgreementsMajority Lenders or under Section 17(c) hereof, all and shall at the direction of the rights Majority Lenders, at its sole election, without notice of its election and remedies without demand, do any one or more of a secured party under the Code or other applicable lawsfollowing, all of which rights are authorized by Borrowers: (a) Declare all Obligations, whether evidenced by this Agreement, by Notes, or otherwise, immediately due and remedies payable; provided, that all Obligations shall be cumulative, immediately due and non-exclusive, to the extent permitted by law, including, payable without limitation, the right of Lender to sell, assign, notice or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after demand upon an Event of Default and during under Section 12.7; (b) Cease advancing money or extending credit to or for the continuance thereofbenefit of Borrower under this Agreement, Borrowers at their own expense shall assemble all or any part other agreement between Borrowers and Agent or Lenders; provided that Lenders shall cease advancing money or extending credit immediately without notice upon an Event of Default under Section 12.7; (c) Implement any reserves against Revolving Loan Availability or availability for loans under any other agreement between Borrowers and Agent or Lenders that Agent or Lenders shall deem appropriate in their sole discretion from time to time; (d) Terminate this Agreement as to any future liability or obligation of Agent or Lenders but without affecting Agent or Lender's rights and Lien in the Collateral and without affecting the Obligations owing by Borrowers to Agent or Lenders; (e) Without notice to or demand upon Borrowers, make such payments and do such acts as determined by Lender Agent considers necessary or reasonable to protect its Lien in the Collateral. Borrowers agree to assemble the Collateral if Agent so requires, and to make it the Collateral available to Lender at any location designated by Lender. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled Agent at such location pending further action by Lender as Agent may designate. Borrowers authorize Agent to enter the premises where the Collateral is located, take and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition maintain possession of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereofit, and maintain possession of the Lender may purchase all Collateral, or any part of it, and to pay, purchase, contest or compromise any Lien which in the opinion of Agent appears to be prior or superior to its Lien and to pay all expenses incurred in connection therewith; (f) Agent is hereby granted a license or other right to use, without charge, Borrowers' labels, patents, copyrights, rights of use of any name, logo, trade secrets, trade names, trademarks, customer lists and advertising matter, or any property of a similar nature; as it pertains to the Collateral, in completing production of, advertising for sale and selling any Collateral and Borrowers' rights under all licenses and all franchise agreements shall inure to Agent's benefit; (g) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral; (h) Sell some or all of the Collateral at either public or private sales, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including Borrowers' premises) as is commercially reasonable in the opinion of Agent. It is not necessary that the Collateral be present at any such sale; (i) Agent shall give notice of the disposition of the Collateral as follows: (i) Agent shall give Borrowers and each holder of a Lien in the Collateral who has filed with Agent a written request for notice, a notice in writing of the time and place of public sale, or, if permitted by law, the sale is a private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities sale or some other disposition other than a public sale is to be made of the Borrowers then owing. Any sales of such Collateral may be adjourned from Collateral, the time to time with on or without notice. The Lender may, in its sole discretion, cause after which the Collateral to remain on any Borrower’s premises, at the Borrowers’ expense, pending private sale or other disposition of such Collateral. is to be made; (ii) The Lender notice to Borrowers shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premisesbe personally delivered or mailed, postage prepaid, as provided in Section 16, at least ten (10) calendar days before the Borrowers’ expensedate fixed for the sale, or elsewhereat least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, on unless the Collateral is perishable or threatens to decline speedily in value. Notice to Persons other than Borrowers claiming an interest in the Collateral shall be sent to such occasion addresses as they have furnished to Agent; and (iii) If the sale is to be a public sale; Agent shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; Agent may bid in any way permitted by applicable law and purchase at any public sale; (j) Borrowers shall pay all Out-of-Pocket Fees and Costs incurred in connection with Agent's or occasions any Lenders' enforcement and exercise of any of their rights and remedies as herein provided, whether or not suit is commenced by Agent; and/or (k) Any deficiency which exists after disposition of the Lender may see fitCollateral as provided above will be paid immediately by Borrowers. Any excess will be returned, without interest and subject to the rights of third parties, to Borrowers by Agent.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender Agent to sell, assign, or lease any or all of the Collateral or the Real PropertyCollateral. Upon notice to Borrower upon the Borrowers after occurrence or during the continuance of an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender Agent and make it available to Lender Agent at any location reasonably designated by LenderAgent. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender Agent and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender Agent after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender Agent may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender Agent may, in its sole discretion, cause the Collateral to remain on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender Agent shall have the right after the occurrence and during the continuance of an Event of Default and during the continuance thereof to conduct such sales on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender Agent may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent and Lenders shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable lawsLaws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by lawLaw, including, without limitation, the right of Lender Agent (with the consent or at the direction of the Required Lenders) to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender Agent and make it available to Lender Agent at any location designated by LenderAgent. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender Agent and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender Agent after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender Agent (on behalf of Lenders and itself) may purchase all or any part of the Collateral at public or, if permitted by lawLaw, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender Agent may, in its sole discretion, cause the Collateral to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender Agent shall have the right after an Event of Default and during the continuance thereof to conduct such sales (with the consent of the Required Lenders) on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender Agent may see fit.

Rights and Remedies Generally. Upon Following the occurrence and during the continuance of any an Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the NY UCC and the Uniform Commercial Code in effect in any other jurisdiction in which enforcement of the rights of the Administrative Agent is sought, the Administrative Agent may take any or all of the following actions: (a) The Administrative Agent may, at its option, without notice or demand, cause all of the Obligations (other than any Obligations under any Interest Rate Protection Agreement) to become immediately due and payable and take immediate possession of the Collateral, and for that purpose the Administrative Agent may, so far as the Subsidiary Guarantor can give authority therefor, enter upon any premises on which any of the Collateral is situated and remove the same therefrom or remain on such premises and in possession of such Collateral for purposes of conducting a sale or enforcing the rights of the Administrative Agent. (b) The Administrative Agent may collect and receive all income and Proceeds in respect of any Collateral and exercise all rights of the Subsidiary Guarantor with respect thereto, including without limitation the right to exercise all voting and corporate rights at any meeting of the shareholders of the Issuer of any Securities and to exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any Securities as if the Administrative Agent was the absolute owner thereof, including the right to exchange, at its discretion, any and all of any Securities upon the merger, consolidation, reorganization, recapitalization or other applicable lawsreadjustment of the Issuer thereof, all without liability except to account for property actually received (but the Administrative Agent shall have no duty to exercise any of which rights the aforesaid rights, privileges or options and remedies shall not be responsible for any failure to do so or delay in so doing). (c) The Administrative Agent may, upon such notice as is required by Section 9.02 or by applicable statute, sell, lease or otherwise dispose of any Collateral at a public or private sale, with or without having such Collateral at the place of sale, and upon such terms and in such manner as the Administrative Agent may determine, and the Administrative Agent may purchase any Collateral at any such sale. The Subsidiary Guarantor agrees that upon any such sale the Collateral sold shall be cumulativeheld by the purchaser free from all claims or rights of every kind and nature, including any equity of redemption or similar rights, and non-exclusiveall such equity of redemption and similar rights are hereby expressly waived and released by the Subsidiary Guarantor. In the event any consent, approval or authorization of any governmental agency is necessary to effectuate any such sale, the Subsidiary Guarantor agrees to execute all applications or other instruments as may be required. (d) With respect to any Collateral consisting of Accounts, the Administrative Agent may (i) demand, collect, and receive any amounts relating thereto, as the Administrative Agent may determine; (ii) commence and prosecute any actions in any court for the purposes of collecting any such Accounts and enforcing any other rights in respect thereof, (iii) defend, settle or compromise any action brought and, in connection therewith, give such discharges or releases as the Administrative Agent may reasonably deem appropriate; (iv) receive, open and dispose of mail addressed to the extent permitted by lawSubsidiary Guarantor and endorse checks, notes, drafts, acceptances, money orders, bills of lading, warehouse receipts or other instruments or documents evidencing payment, shipment or storage of the goods giving rise to such Accounts or securing or relating to such Accounts, on behalf of and in the name of the Subsidiary Guarantor; and (v) sell, assign, transfer, make any agreement in respect of, or otherwise deal with or exercise rights in respect of, any such Accounts or the goods or services which have given rise thereto, as fully and completely as though the Administrative Agent were the absolute owner thereof for all purposes. (e) [RESERVED] (f) With respect to any Collateral consisting of Securities, the Administrative Agent may (i) transfer such Collateral at any time to itself, or to its nominee, and receive the income thereon and hold the same as Collateral hereunder or apply it to the Obligations in the manner described in clause (h) below; and (ii) demand, xxx for, collect or make any compromise or settlement it deems desirable. (g) The Administrative Agent may perform any covenant or agreement of the Subsidiary Guarantor contained herein that the Subsidiary Guarantor has failed to perform and in so doing the Administrative Agent may expend such sums as it may reasonably deem advisable in the performance thereof, including, without limitation, the right payment of Lender any taxes or insurance premiums, payment to sellobtain a release of an Encumbrance or potential Encumbrance, assign, or lease expenditures made in defending against any or adverse claim and all other expenditures which the Administrative Agent may make for the protection of the any Collateral or which it may be compelled to make by operation of law. All such sums and amounts so expended shall be repaid by the Real Property. Upon notice Subsidiary Guarantor upon demand, shall constitute additional Obligations and shall bear interest from the date said amounts are expended at the rate per annum provided in the Loan Agreement to be paid on Base Rate Loans after the Borrowers after occurrence of an Event of Default Default. No such performance of any covenant or agreement by the Administrative Agent on behalf of the Subsidiary Guarantor, and during no such advance or expenditure therefor, shall relieve the continuance thereofSubsidiary Guarantor of any Event of Default. (h) The Administrative Agent may retain and apply the Proceeds of any disposition of Collateral, Borrowers at their own expense first, to the payment of its reasonable expenses of retaking, holding, protecting and maintaining, and preparing for disposition and disposing of, the Collateral, including reasonable attorneys' fees and other legal expenses incurred by it in connection therewith; second, to the payment of fees then due and payable to the Administrative Agent and any Issuing Bank; third, to all unreimbursed draws under outstanding Letters of Credit; fourth, to the payment fees then due and payable to the Banks; fifth, to accrued and unpaid interest on any outstanding Swingline Loans; sixth, to the principal amount of any outstanding Swingline Loans; seventh, to accrued and unpaid interest on the Revolving Credit Loans; eighth, to the principal amount of any outstanding Revolving Credit Loans; and ninth, to unpaid amounts under any Interest Rate Protection Agreements (pro rata to each Bank that is due any such amounts based upon the ratio of the amounts due to such Bank to the total obligations under Interest Rate Protection Agreements due to all the Banks). Any surplus remaining after such application shall assemble all be paid to the Subsidiary Guarantor or to whomever may be legally entitled thereto, provided that in no event shall the Subsidiary Guarantor be credited with any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, Proceeds of the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, Collateral until such Proceeds shall have been received in cash by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers then owing. Any sales of such Collateral may be adjourned from time to time with or without noticeBanks. The Lender may, in its sole discretion, cause the Collateral to Subsidiary Guarantor shall remain on liable for any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender may see fitdeficiency.

Rights and Remedies Generally. Upon In the event of the occurrence and during the continuance of any ----------------------------- an Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and Agreement, in the Term Note or in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-none exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-set off the amount of such purchase price against the Liabilities of the Borrowers then owing. Any sales of such the Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any Borrower’s 's premises, at the Borrowers’ Borrower's expense, pending sale or other disposition of such the Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s 's premises, at the Borrowers’ Borrower's expense, or elsewhere, on such occasion or occasions as the Lender may see fit. In addition to all such rights and remedies, in the event of the occurrence of an Event of Default, Lender may, (i) in the name of Borrower, or otherwise, demand, collect, receive and receipt for, compound, compromise, settle and give acquittance for, and prosecute and discontinue any suits, causes of action or proceedings in respect of any or all of the Collateral and (ii) at the sole option of Lender, elect to retain all or any part of the Collateral in satisfaction of the Liabilities.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent and Lenders shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender Agent (with the consent or at the direction of the Required Lenders) to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after an Event of Default and during the continuance thereof, Borrowers at their own expense shall assemble all or any part of the Collateral as determined by Lender Agent and make it available to Lender Agent at any location designated by LenderAgent. In such event, the Borrowers shall, at their sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender Agent and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender Agent after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender Agent (on behalf of Lenders and itself) may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender Agent may, in its sole discretion, cause the Collateral to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender Agent shall have the right after an Event of Default and during the continuance thereof to conduct such sales (with the consent of the Required Lenders) on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender Agent may see fit.

Rights and Remedies Generally. (1) Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by lawLaws, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and the Lender, upon the occurrence of an Event of Default, may proceed against Borrower, and/or the Collateral, at any time, under any agreement, with any available remedy and in any order. All sums received from Borrower and/or the Collateral or in respect of the Real PropertyLoans may be applied by the Lender to any Liabilities in such order of application and in such amounts as the Lender shall deem appropriate in its discretion. Borrower waives any right it may have to require the Lender to pursue any Person for any of the Liabilities. (2) Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any the Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

Rights and Remedies Generally. Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by law, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral or the Real Property. Upon notice to the Borrowers after an Event ----------------------------- of Default and during the continuance thereof, Borrowers Prudential shall be entitled to exercise all of the rights and remedies available to a secured party under the UCC and all rights and remedies available to Prudential under all applicable laws and all Transaction Documents. Without limiting the foregoing, such rights and remedies shall include: (a) without notice, demand or legal process, the right to enter upon any premises of the Company or any Subsidiary and take possession of any of the Collateral and the books and records of the Company or any Subsidiary constituting Collateral or relating to the Collateral; (b) the right to require the Company or any Subsidiary to assemble, at their own expense shall assemble the Company's expense, any and all of the Collateral designated by Prudential at reasonably convenient places designated by Prudential, including the premises of the Company or any Subsidiary, and to make the same available to Prudential; (c) the right to make such verifications concerning the Collateral and the Company's and each Subsidiary's business as may be considered by Prudential to be reasonable under the circumstances, including, without limitation, direct verification from Account Debtors under any or all of the Collateral of the existence, amount and circumstances thereof; and (d) the right to sell, lease, transfer, endorse, assign and deliver the whole or, from time to time, any part of the Collateral at public or private sale or at any broker's board, for cash, upon credit or for other property, for immediate or future delivery, for such price or prices and on such terms as (to the greatest extent permitted by law) Prudential in its sole discretion shall deem appropriate. Upon consummation of any such sale, Prudential shall have the right to assign, transfer, endorse and deliver to the purchaser or purchasers thereof the Collateral or any portion thereof so sold. Each purchaser at any such sale shall hold the property sold absolutely free from any claim or right on the part of the Company or any Subsidiary and the Company and each subsidiary hereby waive, to the greatest extent permitted by law, all rights of redemption (after any such sale), stay and appraisal, which the Company or any Subsidiary now has or may have at anytime in the future under any rule of law or statute now existing or hereafter enacted. Except as to Collateral that is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, Prudential shall give the Company or any Subsidiary, as the case may be, at least ten (10) days prior written notice (which the Company and each Subsidiary agree is reasonable notification within the meaning of Section 9-504(3) of the UCC) of the intention of Prudential to attempt to make any public or private sale of the Collateral or any sale of the Collateral at any broker's board. The notices, in the case of public sale, shall state the time and place for any sale of Collateral, which may be on the premises of the Company or any Subsidiary and, in the case of sale at a broker's board, shall state the board at which the sale is to be made and the day on which the Collateral or any portion thereof will first be offered for sale at the broker's board. Any public sale of any of the Collateral shall be held at such time or times within ordinary business hours and at such place or places as Prudential may fix and so state in the notice or publication, if any, of such sale. At any such sale, the Collateral or any portion thereof may be sold as an entirety or in separate parcels, as determined by Lender Prudential in its sole discretion. Prudential shall not be obligated to make any sale of the Collateral if it shall determine not to do so, regardless of the fact that notice of sale of the Collateral may have been given. Prudential 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 make it available place fixed for sale, and the sale may, without further notice, be made at the time and place to Lender which the same was so adjourned. In case sale of all or any portion of the Collateral is made on credit or for future delivery, the Collateral or the portion so sold may be retained by Prudential until the sale price is paid by the purchaser or purchasers thereof, but Prudential shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral or such portion so sold and, in case of any such failure, the Collateral or portion thereof may be sold again upon like notice. To the extent permitted by law, at any location designated sale made pursuant to this Section 6.1, Prudential may bid for or purchase, free from any right of redemption (after any sale), stay and appraisal on the part of the Company or any Subsidiary (all said rights being also hereby waived and released to the greatest extent permitted by Lender. In such eventlaw), any portion of or all the Borrowers shallCollateral offered for sale and may make payment on account thereof by using any of the Obligations, at their sole cost or any portion thereof, then due and expensepayable to Prudential as a credit against the purchase price if and to the extent the proceeds from the sale of the Collateral would be applied to the Obligations, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remediesPrudential may, upon compliance with the terms of the sale, lease hold, retain and dispose of such property without further accountability to the Company or other disposition any Subsidiary therefor. For purposes hereof, a written agreement to purchase all or any portion of the Collateral shall be treated as a sale thereof and Prudential shall be free to carry out such sale pursuant to such agreement and neither the Company nor any Subsidiary shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after Prudential shall have entered into such agreement all the Obligations may have been paid in full. As an alternative to exercising the power of sale herein conferred upon it, Prudential may proceed by suit or suits at law or in equity to foreclose the security interest created under this Agreement and sell the Collateral or any portion thereof pursuant to judgment or decree of a court or courts having competent jurisdiction. Prudential and any representative of Prudential shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale pursuant to this Section conducted in a commercially reasonable manner. The Company and each Subsidiary hereby waive any claims against Prudential arising by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part reason of the fact that the price at which the Collateral may have been sold at such a private sale was less than the price which might have been obtained at a public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off sale or was less than the aggregate amount of such purchase price against the Liabilities of Obligations, even if Prudential accepts the Borrowers then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause first offer received and does not offer the Collateral to remain on any Borrower’s premises, at the Borrowers’ expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ expense, or elsewhere, on such occasion or occasions as the Lender may see fitmore than one offeree.

Rights and Remedies Generally. (a) Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by lawLaws, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and Lender, upon the occurrence of an Event of Default, may proceed against Borrower, and/or the Collateral, at any time, under any agreement, with any available remedy and in any order. All sums received from Borrower and/or the Collateral or in respect of the Real PropertyTerm Loan may be applied by Lender to any Liabilities in such order of application and in such amounts as Lender shall deem appropriate in its discretion (subject to Section 12.8). Borrower waives any right it may have to require Lender to pursue any Person for any of the Liabilities. (b) Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers Borrower shall, at their its sole cost and expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender may see fit.

Rights and Remedies Generally. (a) Upon the occurrence and during the continuance of any Event of Default, the Lender shall have, in addition to any other rights and remedies contained in this Agreement and in any of the other Financing Agreements, all of the rights and remedies of a secured party under the Code or other applicable laws, all of which rights and remedies shall be cumulative, and non-exclusive, to the extent permitted by lawLaws, including, without limitation, the right of Lender to sell, assign, or lease any or all of the Collateral. The exercise of any one right or remedy shall not be deemed a waiver or release of any other right or remedy, and Lender, upon the occurrence of an Event of Default, may proceed against Borrower, and/or the Collateral, at any time, under any agreement, with any available remedy and in any order. All sums received from Borrower and/or the Collateral or in respect of the Real PropertyLoan may be applied by Lender to any Liabilities in such order of application and in such amounts as Lender shall deem appropriate in its discretion (subject to Section 12.8). Borrower waives any right it may have to require Lender to pursue any Person for any of the Liabilities. (b) Upon notice to the Borrowers Borrower after an Event of Default and during the continuance thereofDefault, Borrowers Borrower at their its own expense shall assemble all or any part of the Collateral as determined by Lender and make it available to Lender at any location designated by Lender. In such event, the Borrowers Borrower shall, at their its sole cost and - 55 - expense, store and keep any Collateral so assembled at such location pending further action by Lender and provide such security guards and maintenance services as shall be necessary to protect and preserve such Collateral. In addition to all such rights and remedies, the sale, lease or other disposition of the Collateral, or any part thereof, by the Lender after an Event of Default and during the continuance thereof may be for cash, credit or any combination thereof, and the Lender may purchase all or any part of the Collateral at public or, if permitted by law, private sale, and in lieu of actual payment of such purchase price, may set-off the amount of such purchase price against the Liabilities of the Borrowers Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. The Lender may, in its sole discretion, cause the Collateral to remain on any Borrower’s premises, at the Borrowers’ Borrower’s expense, pending sale or other disposition of such Collateral. The Lender shall have the right after an Event of Default and during the continuance thereof to conduct such sales on any Borrower’s premises, at the Borrowers’ Borrower’s expense, or elsewhere, on such occasion or occasions as the Lender may see fit.