Common use of Uniform Commercial Code and Other Remedies Clause in Contracts

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender; and the Lender or its agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in ARTICLE XI (Miscellaneous), or such other address of the Borrower which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower Borrowers now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon demand by the Lender, the Borrower Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender; and the Lender or its agents may enter upon the Borrower's Borrowers' premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the 58 64 address set forth in ARTICLE XI IX (MiscellaneousEvents of Default), or such other address of the Borrower Borrowers which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Lender in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower Borrowers to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower applicable Borrowers or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender shall have all of the rights and remedies of a secured party under the applicable Maryland Uniform Commercial Code and other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon . Upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender; and the . The Lender or its agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in ARTICLE Part XI (Miscellaneous)hereof, or such other address of the Borrower which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Lender in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Lenders shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is Lenders are authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, any of the LenderLenders; and upon demand by the LenderAgent, the Borrower shall assemble the Collateral and make it available to the LenderLenders, at a place designated by the LenderAgent; and the Lender Lenders or its their agents may enter upon the Borrower's or a Guarantor Subsidiary's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Lenders with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower or the Guarantor Subsidiaries at the address set forth in ARTICLE Part XI (Miscellaneous)hereof, or such other address of the Borrower or the Guarantor Subsidiaries which may from time to time be shown on the Lender's Lenders' records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrower or the Guarantor Subsidiaries. The Borrower or the Guarantor Subsidiaries shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the LenderLenders, or any of them, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.,

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Lenders shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is Lenders are authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower Borrowers now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, any of the LenderLenders; and upon demand by the LenderAdministrative Agent, the Borrower Borrowers shall assemble the Collateral and make it available to the LenderLenders, at a place designated by the LenderAdministrative Agent; and the Lender Lenders or its their agents may enter upon the Borrower's Borrowers' premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Lenders with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in ARTICLE Article XI (Miscellaneous)hereof, or such other address of the Borrower Borrowers which may from time to time be shown on the Lender's Lenders' records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the LenderLenders, or any of them, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower Borrowers to the Lender Administrative Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Lenders to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender Lenders to the payment of the balance of the Obligations in such order and manner of application as the Lender Lenders may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower applicable Borrowers or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Administrative Agent shall have all of the rights and remedies of a secured party under the applicable Virginia Uniform Commercial Code and other applicable laws, and the Administrative Agent and each Lender is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower any Loan Party now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Administrative Agent or any Lender; and upon . Upon demand by the LenderAdministrative Agent, the Borrower each Loan Party shall assemble the Collateral and make it available to the LenderAdministrative Agent, at a place designated by the Lender; and the Lender Administrative Agent. The Administrative Agent or its agents may enter upon the Borrower's any Loan Party’s premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Administrative Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Company at the address set forth in ARTICLE XI Section 7.1 (MiscellaneousNotices), or such other address of the Borrower Company which may from time to time be shown on the Lender's Administrative Agent’s records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender on demand and shall constitute and become a part of the ObligationsLoan Parties. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Administrative Agent to the payment of all reasonable out-of-pocket expenses incurred by the Liquidation Costs Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and Expense Paymentsdisbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued pursuant to the Credit Agreement, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit, and any balance of such proceeds will be applied by the Lender Administrative Agent, for its benefit and for the benefit of the Lenders, to the payment of the balance of the Obligations in such order and manner of application as the Lender Administrative Agent may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower Loan Parties or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender shall have all of the rights and remedies of a secured party under the applicable Maryland Uniform Commercial Code and other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon . Upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender; and the . The Lender or its agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in ARTICLE Part XI (Miscellaneous), hereof; or such other address of the Borrower which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Lender in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, ; the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender shall have all of the rights and remedies of a secured party under the applicable Maryland Uniform Commercial Code and other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower Borrowers now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon . Upon demand by the Lender, the Borrower Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender; and the . The Lender or its agents may enter upon the Borrower's Borrowers' premises to take possession of the CollateralCollater al, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended intend ed action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in ARTICLE Part XI (Miscellaneous)hereof, or such other address of the Borrower Borrowers which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Lender in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower Borrowers to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower Borrowers or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. 4.1.3 (a) Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement)Default, the Lender Collateral Agent or any representative of Collateral Agent, acting at the direction of the Required Lenders, shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code as in effect in any relevant jurisdiction on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), and under any other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneysincluding, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit withwithout limitation, the Lender; and upon demand by right to require the Lender, the Borrower shall Borrowers to assemble the Collateral Collateral, at the Borrowers' expense, and make it available to the Lender, Collateral Agent at a place designated by the Lender; Collateral Agent which is reasonably convenient to both parties, and enter any premises where any of the Lender Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of any Borrower or any of its agents may enter upon Subsidiaries, such Borrower agrees not to charge the Borrower's premises Collateral Agent for storage thereof), to take possession of any of the CollateralCollateral or the proceeds thereof, to remove it, to render it unusable, or to sell or otherwise dispose of itthe same, and the Collateral Agent shall have the right to conduct such sales on the premises of the Borrowers, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Collateral Agent, acting at the direction of the Required Lenders, may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Account's Receivable Collateral and the Inventory Collateral, or any part thereof, and the right to apply the proceeds therefrom as set forth in the Credit Agreement. The Collateral Agent shall give the Borrowers written notice of the time and place of any public sale of the Collateral or the time after which any other intended disposition thereof is to be made. Any written notice of the sale, disposition or other intended action by the Lender Collateral Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the a Borrower at the address for such Borrower set forth in ARTICLE XI (Miscellaneous)for notices herein, or such other address of the such Borrower which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Lenders shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is Lenders are authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower Borrowers now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, any of the LenderLenders; and upon demand by the LenderAdministrative Agent, the Borrower Borrowers shall assemble the Collateral and make it available to the LenderLenders, at a place designated by the LenderAdministrative Agent; and the Lender Lenders or its their agents may enter upon the Borrower's Borrowers' premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Lenders with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in ARTICLE XI IX (MiscellaneousEVENTS OF DEFAULT), or such other address of the Borrower Borrowers which may from time to time be shown on the Lender's Lenders' records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the LenderLenders, or any of them, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower Borrowers to the Lender Administrative Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Lenders to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.such

Uniform Commercial Code and Other Remedies. Upon the occurrence and during the continuance of an Event of Default Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on written demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on written demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral (provided that such assignment, transfer or conveyance of any Collateral consisting of Trademarks includes an assignment, transfer or conveyance of the goodwill associated with such Trademarks) by the applicable Grantor to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in addition to all such manner as the Collateral Agent shall determine (other than in violation of its rights, powers and remedies under this Agreementany then-existing licensing arrangements), the Lender shall have all (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without breach of the peace, and subject to the terms of any related lease agreement, to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and (c) generally, to exercise any and all rights and remedies of afforded to a secured party under the applicable Uniform Commercial Code, whether or not the Uniform Commercial Code and is in effect in the applicable jurisdiction, or other applicable lawslaw. Without limiting the generality of the foregoing, and each Grantor agrees that the Lender is authorized Collateral Agent shall have the right, subject to offset and apply the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem necessary, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it necessary to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral 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 Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time hereafter in the possession offuture have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in transit to or fromthe case of a public sale, under shall state the control or custody oftime and place for such sale and, in the case of a sale at a broker’s board or on deposit witha securities exchange, shall state the Lender; and upon demand by the Lender, the Borrower shall assemble the Collateral and make it available board or exchange at which such sale is to the Lender, at a place designated by the Lender; be made and the Lender or its agents may enter upon the Borrower's premises to take possession of day on which the Collateral, to remove itor portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to render be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it unusableshall determine not to do so, or to sell or otherwise dispose regardless of it. Any written the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the sale, disposition or other intended action by the Lender with respect same to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in ARTICLE XI (Miscellaneous), or such other address of the Borrower which may be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be shown made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the Lender's recordspart of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), at least ten (10) days prior the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, disposition hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations (other than contingent obligations) paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Subject to Section 7.19, until the Termination Date, each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated in writing by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other actionitem of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. Upon the occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall constitute reasonable fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or any other Secured Debt Document or to pay any premium in whole or part relating thereto, the Collateral Agent may upon prior written notice to the Borrower. The Borrower shall pay on demand all costs and expenses, includingsuch Grantor, without limitation, reasonable attorney's fees and expenses, incurred by waiving or on behalf releasing any obligation or liability of the Lenderany Grantor hereunder or any Default or Event of Default, in preparing for sale or its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other disposition, selling, managing, collecting or otherwise disposing of, actions with respect thereto as the CollateralCollateral Agent deems necessary. All of such costs sums disbursed by the Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rateother charges relating thereto, shall be paid payable, upon written demand as provided in Section 9.05 of the Credit Agreement or any comparable provision of any Other Pari Passu Lien Obligations Agreement, by the Borrower Grantors to the Lender on demand Collateral Agent and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the additional Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled theretosecured hereby.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender shall have all of the rights and remedies of a secured party under the applicable California Uniform Commercial Code and other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations principal of or interest on the Loan all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon . Upon demand by the Lender, the Borrower shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender; and the . Lender or its agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at the Borrower's address set forth in ARTICLE XI (Miscellaneous)SECTION 15 below, or such other address of the Borrower which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Lender in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, Rate set forth in the Note shall be paid by the Borrower to the Lender on demand and shall constitute and become a part of the ObligationsLoan and shall be secured hereby. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations Loan in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence and during the continuance of an Event of Default Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on written demand, and it is agreed that the Collateral Agent shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Collateral consisting of Intellectual Property, on written demand, to cause the Security Interest to become an assignment, transfer and conveyance of any of or all such Collateral (provided that such assignment, transfer or conveyance of any Collateral consisting of Trademarks includes an assignment, transfer or conveyance of the goodwill associated with such Trademarks) by the applicable Grantor to the Collateral Agent, or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or nonexclusive basis, any such Collateral throughout the world on such terms and conditions and in addition to all such manner as the Collateral Agent shall determine (other than in violation of its rights, powers and remedies under this Agreementany then-existing licensing arrangements), the Lender shall have all (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the Collateral without breach of the peace, and subject to the terms of any related lease agreement, to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral, and (c) generally, to exercise any and all rights and remedies of afforded to a secured party under the applicable Uniform Commercial Code, whether or not the Uniform Commercial Code and is in effect in the applicable jurisdiction, or other applicable lawslaw. Without limiting the generality of the foregoing, and each Grantor agrees that the Lender is authorized Collateral Agent shall have the right, subject to offset and apply the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now Collateral at a public or private sale or at any broker’s board or on any securities exchange upon such commercially reasonable terms and conditions as it may deem necessary, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized at any such sale (if it deems it necessary to do so) to restrict the prospective bidders or purchasers to persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the distribution or sale thereof, and upon consummation of any such sale the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral 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 Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time hereafter in the possession offuture have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent shall give each applicable Grantor 10 days’ written notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the Collateral Agent’s intention to make any sale of Collateral. Such notice, in transit to or fromthe case of a public sale, under shall state the control or custody oftime and place for such sale and, in the case of a sale at a broker’s board or on deposit witha securities exchange, shall state the Lender; and upon demand by the Lender, the Borrower shall assemble the Collateral and make it available board or exchange at which such sale is to the Lender, at a place designated by the Lender; be made and the Lender or its agents may enter upon the Borrower's premises to take possession of day on which the Collateral, to remove itor portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or portion thereof, to render be sold may be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale of any Collateral if it unusableshall determine not to do so, or to sell or otherwise dispose regardless of it. Any written the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the sale, disposition or other intended action by the Lender with respect same to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in ARTICLE XI (Miscellaneous), or such other address of the Borrower which may be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be shown made at the time and place to which the same was so adjourned. In case any sale of all or any part of the Collateral is made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in case any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in case of any such failure, such Collateral may be sold again upon like notice. At any public (or, to the extent permitted by law, private) sale made pursuant to this Agreement, any Secured Party may bid for or purchase, free (to the extent permitted by applicable law) from any right of redemption, stay, valuation or appraisal on the Lender's recordspart of any Grantor (all said rights being also hereby waived and released to the extent permitted by applicable law), at least ten (10) days prior the Collateral or any part thereof offered for sale and may make payment on account thereof by using any claim then due and payable to such Secured Party from any Grantor as a credit against the purchase price, and such Secured Party may, upon compliance with the terms of sale, disposition hold, retain and dispose of such property without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Obligations (other than contingent obligations) paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. Until the Termination Date, each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated in writing by the Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, upon the occurrence and during the continuance of an Event of Default, of making, settling and adjusting claims in respect of Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other actionitem of payment for the proceeds of such policies of insurance and for making all determinations and decisions with respect thereto. Upon the occurrence and during the continuance of an Event of Default, in the event that any Grantor at any time or times shall constitute reasonable fail to obtain or maintain any of the policies of insurance required under the Credit Agreement or any other Secured Debt Document or to pay any premium in whole or part relating thereto, the Collateral Agent may upon prior written notice to the Borrower. The Borrower shall pay on demand all costs and expenses, includingsuch Grantor, without limitation, reasonable attorney's fees and expenses, incurred by waiving or on behalf releasing any obligation or liability of the Lenderany Grantor hereunder or any Default or Event of Default, in preparing for sale or its sole discretion, obtain and maintain such policies of insurance and pay such premium and take any other disposition, selling, managing, collecting or otherwise disposing of, actions with respect thereto as the CollateralCollateral Agent deems necessary. All of such costs sums disbursed by the Collateral Agent in connection with this paragraph, including attorneys’ fees, court costs, expenses and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rateother charges relating thereto, shall be paid payable, upon written demand as provided in Section 9.05 of the Credit Agreement or any comparable provision of any Other Pari Passu Lien Obligations Agreement, by the Borrower Grantors to the Lender on demand Collateral Agent and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the additional Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled theretosecured hereby.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender shall have all of the rights and remedies of a secured party under the applicable Virginia Uniform Commercial Code and other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the either Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon . Upon demand by the Lender, the Borrower Borrowers shall assemble the Collateral and make it available to the Lender, at a place designated by the Lender; and the . The Lender or its agents may enter upon the each Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in ARTICLE Part XI (Miscellaneous)hereof, or such other address of the Borrower Borrowers which may from time to time be shown on the Lender's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Lender in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower Borrowers to the Lender on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower Borrowers or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Lenders shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is Lenders are authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, any of the LenderLenders; and upon demand by the LenderAgent, the Borrower shall assemble the Collateral and make it available to the LenderLenders, at a place designated by the LenderAgent; and the Lender Lenders or its their agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Lenders with respect to the Collateral which is sent by regular certified mail, postage prepaid, to the Borrower at the address set forth in ARTICLE XI (Miscellaneous)Section 11.1 hereof, or such other address of the Borrower which may from time to time be shown on the Lender's Lenders' records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's attorneys' fees and expenses, incurred by or on behalf of the LenderLenders, or any of them, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Lenders to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.and

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Lenders shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is Lenders are authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, any of the LenderLenders; and upon demand by the LenderAgent, the Borrower shall assemble the Collateral and make it available to the LenderLenders, at a place designated by the LenderAgent; and the Lender Lenders or its their agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Lenders with respect to the Collateral which is sent by regular certified mail, postage prepaid, to the Borrower at the address set forth in ARTICLE XI (Miscellaneous)Section 11.1 hereof, or such other address of the Borrower which may from time to time be shown on the Lender's Lenders' records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's attorneys' fees and expenses, incurred by or on behalf of the LenderLenders, or any of them, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Lenders to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender Lenders to the payment of the balance of the Obligations in such order and manner of application as the Lender Lenders may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its their other rights, powers and remedies under this Agreement), the Lender Agent shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is Lenders are authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the any Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, any of the LenderLenders; and upon demand by the LenderAgent, the Borrower Borrowers shall assemble the Collateral and make it available to the LenderAgent, at a place designated by the LenderAgent; and the Lender Lenders or its their agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Agent with respect to the Collateral including but not limited to any Assigned Note which is sent by regular certified mail, postage prepaid, to the Borrower Borrowers at the address set forth in ARTICLE XI (Miscellaneous)herein, or such other address of the Borrower Borrowers which may from time to time be shown on the LenderAgent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's attorneys' fees and expenses, incurred by or on behalf of the LenderLenders, or any of them, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Post Default Rate, shall be paid by the Borrower Borrowers to the Lender Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Lenders to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender Lenders to the payment of the balance of the Obligations in such order and manner of application as the Lender Lenders may from time to time in its their sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower Borrowers or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Agent shall have all of the rights and remedies of a secured party under the applicable Maryland Uniform Commercial Code and other applicable laws, and the Lender Agent is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon Agent. Upon demand by the LenderAgent, the Borrower shall assemble the Collateral and make it available to the LenderAgent, at a place designated by the Lender; and the Lender Agent. The Agent or its agents may enter upon the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower at the address set forth in ARTICLE Part XI (Miscellaneous)hereof, or such other address of the Borrower which may from time to time be shown on the LenderAgent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrower. The Borrower shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Agent in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower to the Lender Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Agent to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender Agent to the payment of the balance of the Obligations in such order and manner of application as the Lender Agent may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. (a) Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement)Default, the Lender Agent or any representative of Agent, acting at the direction of the Required Holders, shall have all of the rights and remedies of a secured party under the applicable UCC, the Uniform Commercial Code as in effect in any relevant jurisdiction on the date thereof (regardless of whether the same has been enacted in the jurisdiction where the rights or remedies are asserted), and under any other applicable laws, and the Lender is authorized to offset and apply to all or any part of the Obligations all moneysincluding, credits and other property of any nature whatsoever of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit withwithout limitation, the Lender; and upon demand by right to require the Lender, the Borrower shall Debtors to assemble the Collateral Collateral, at the Debtors' expense, and make it available to the Lender, Agent at a place designated by the Lender; Agent which is reasonably convenient to both parties, and enter any premises where any of the Lender Collateral shall be located and to keep and store the Collateral on said premises until sold (and if said premises be the property of any Debtor or any of its agents may enter upon Subsidiaries, such Debtor agrees not to charge the Borrower's premises Agent for storage thereof), to take possession of any of the CollateralCollateral or the proceeds thereof, to remove it, to render it unusable, or to sell or otherwise dispose of itthe same, and the Agent shall have the right to conduct such sales on the premises of the Debtors, without charge therefor, and such sales may be adjourned from time to time in accordance with applicable law. The Agent, acting at the direction of the Required Holders, may sell, lease or dispose of Collateral for cash, credit, or any combination thereof, and shall have the right to appoint a receiver of the Account's Receivable Collateral and the Inventory Collateral or any part thereof, and the right to apply the proceeds therefrom as set forth in the Purchase Agreement. The Agent shall give the Debtors written notice of the time and place of any public sale of the Collateral or the time after which any other intended disposition thereof is to be made. Any written notice of the sale, disposition or other intended action by the Lender Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower a Debtor at the address for such Debtor set forth in ARTICLE XI (Miscellaneous)for notices herein, or such other address of the Borrower such Debtor which may from time to time be shown on the LenderAgent's records, at least ten (10) 10 days prior to such sale, disposition or other action, shall constitute reasonable notice to the Borrowersuch Debtor. The Borrower shall pay on demand all costs and expensesExpenses of retaking, includingverifying, without limitationrestoring, reasonable attorney's fees and expensesholding, incurred by or on behalf of the Lenderinsuring, in collecting, preserving, liquidating, protecting, preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, of or the Collateral. All of such costs and expenses (the "Liquidation Costs") together like with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower respect to the Lender on demand Collateral shall include, in any event, reasonable attorneys' fees and other legally recoverable collection expenses, all of which shall constitute and become a portion of the Enforcement Costs and, therefore, part of the Secured Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender to the payment of the balance of the Obligations in such order and manner of application as the Lender may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Lenders shall have all of the rights and remedies of a secured party under the applicable Uniform Commercial Code and other applicable laws, and the Lender is Lenders are authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the Borrower Borrowers now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, any of the LenderLenders; and upon demand by the LenderAdministrative Agent, the Borrower Borrowers shall assemble the Collateral and make it available to the LenderLenders, at a place designated by the LenderAdministrative Agent; and the Lender Lenders or its their agents may enter upon the Borrower's Borrowers' premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Lenders with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in ARTICLE XI IX (MiscellaneousEVENTS OF DEFAULT), or such other address of the Borrower Borrowers which may from time to time be shown on the Lender's Lenders' records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the LenderLenders, or any of them, in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower Borrowers to the Lender Administrative Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Lenders to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender Lenders to the payment of the balance of the Obligations in such order and manner of application as the Lender Lenders may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower applicable Borrowers or to any other party entitled thereto.

Uniform Commercial Code and Other Remedies. Upon the occurrence of an Event of a Default (and in addition to all of its rights, powers and remedies under this Agreement), the Lender Agent shall have all of the rights and remedies of a secured party under the applicable Maryland Uniform Commercial Code and other applicable laws, and the Lender Agent is authorized to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of the any Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of, or on deposit with, the Lender; and upon Agent. Upon demand by the LenderAgent, the Borrower Borrowers shall assemble the Collateral and make it available to the LenderAgent, at a place designated by the Lender; and the Lender Agent. The Agent or its agents may enter upon any of the Borrower's premises to take possession of the Collateral, to remove it, to render it unusable, or to sell or otherwise dispose of it. Any written notice of the sale, disposition or other intended action by the Lender Agent with respect to the Collateral which is sent by regular mail, postage prepaid, to the Borrower Borrowers at the address set forth in ARTICLE XI (Miscellaneous)Article XII hereof, or such other address of the any Borrower which may from time to time be shown on the LenderAgent's records, at least ten (10) days prior to such sale, disposition or other action, shall constitute reasonable notice to the BorrowerBorrowers. The Borrower Borrowers shall pay on demand all costs and expenses, including, without limitation, reasonable attorney's fees and expenses, incurred by or on behalf of the Lender, Agent in preparing for sale or other disposition, selling, managing, collecting or otherwise disposing of, the Collateral. All of such costs and expenses (the "Liquidation Costs") together with interest thereon from the date incurred until paid in full at the Post-Default Rate, shall be paid by the Borrower Borrowers to the Lender Agent on demand and shall constitute and become a part of the Obligations. Any proceeds of sale or other disposition of the Collateral will be applied by the Lender Agent to the payment of the Liquidation Costs and Expense Payments, and any balance of such proceeds will be applied by the Lender Agent to the payment of the balance of the Obligations in such order and manner of application as the Lender Agent may from time to time in its sole discretion determine. After such application of the proceeds, any balance shall be paid to the Borrower Borrowers or to any other party entitled thereto.