Common use of 1Rights and Remedies Clause in Contracts

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by the Borrowers: (a) Declare all or any portion of the Obligations, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.5, all Obligations shall become immediately due and payable without any action by Bank); (b) Cease advancing money or extending credit to or for the benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; (c) Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. The Borrowers shall assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise; (d) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bank, or (ii) indebtedness at any time owing to or for the credit or the account of a Borrower held by Bank; (e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, a Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, 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, in connection with Bank’s exercise of its rights under this Section 9.1, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (f) Dispose of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate; (g) Bank may credit bid and purchase at any public sale; and (h) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the Borrowers.

1Rights and Remedies. Upon the occurrence and during the continuance continuation of an Event of Default, Bank Agent may, and, at its electionthe instruction of the Required Lenders, without shall (in each case under clauses (a) or (b) by written notice of its election and without demandto Administrative Borrower), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following: (a) (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are authorized hereby expressly waived by the Borrowers: each Borrower, and (aii) Declare all or any portion of the Obligations, immediately due direct Borrowers to provide (and payable (provided Borrowers agree that upon the occurrence receipt of an Event such notice Borrowers will provide) Letter of Default described in Section 8.5, all Obligations shall become immediately due Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and payable without any action by Bank)outstanding Letters of Credit; (b) Cease advancing money or extending credit declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Lender hereunder to or for make Advances, (ii) the benefit obligation of a Borrower under this Agreement or under any other agreement between a Borrower the Swing Lender to make Swing Loans, and Bank;(iii) the obligation of the Issuing Lender to issue Letters of Credit; and (c) Make such payments exercise all other rights and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. The Borrowers shall assemble the Collateral if Bank so requires, and to make the Collateral remedies available to Agent or the Lenders under the Loan Documents or applicable law. (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as security for Borrowers’ or their Subsidiaries’ obligations in respect of outstanding Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is locatedProducts), to take and maintain possession of the Collateralwithout presentment, demand, protest, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise; (d) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bank, or (ii) indebtedness at any time owing to or for the credit or the account of a Borrower held by Bank; (e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, a Borrower’s labels, patents, copyrights, rights of use notice of any namekind, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property all of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, a which are expressly waived by each Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (f) Dispose of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate; (g) Bank may credit bid and purchase at any public sale; and (h) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the Borrowers.

1Rights and Remedies. Upon the occurrence and during the continuance continuation of an Event of Default, Bank Agent may, and, at its electionthe instruction of the Required Lenders, without notice of its election and without demandshall, in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following: (a) by written notice to Borrowers, (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Contingent Surviving Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are authorized hereby expressly waived by the Borrowers: each Borrower, and (aii) Declare all or any portion of the Obligations, immediately due direct Borrowers to provide (and payable (provided Borrowers agree that upon the occurrence receipt of an Event such notice Borrowers will provide) Letter of Default described in Section 8.5, all Obligations shall become immediately due Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and payable without any action by Bank)outstanding Letters of Credit; (b) Cease advancing money or extending credit by written notice to or for Borrowers, declare the benefit Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of a Borrower under this Agreement or under any other agreement between a Borrower Revolving Lender to make Revolving Loans, (ii) the obligation of the Swing Lender to make Swing Loans, and Bank;(iii) the obligation of Issuing Bank to issue Letters of Credit; and (c) Make exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity. (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as security for Borrowers’ or their Subsidiaries’ obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Parent and Borrowers. If any amount remains on deposit as Letter of Credit Collateralization after all ​ ​ ​ ​ Letters of Credit have either been fully drawn or expired, terminated, cancelled or returned, such payments and do such acts as Bank considers necessary or reasonable remaining amount shall be applied to protect its security interest the other Obligations, if any, in the Collateral. The Borrowers shall assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which order set forth in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise; (d) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bank, or (ii) indebtedness at any time owing to or for the credit or the account of a Borrower held by Bank; (e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, a Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, 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, in connection with Bank’s exercise of its rights under this Section 9.1, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (f) Dispose of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate; (g) Bank may credit bid and purchase at any public sale; and (h) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the Borrowers2.4(b)(ii).

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without or demand, do any one or more all of the following, : (a)declare all of which are authorized by the Borrowers: (a) Declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, 8.5 occurs all Obligations shall become are immediately due and payable without any action by Bank); (b) Cease stop advancing money or extending credit to or for the Borrower's benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; ; (cc)verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on 14 terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank's security interest in such funds; (d) Make such make any payments and do such any acts as Bank it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. The Borrowers Borrower shall assemble the Collateral if Bank so requires, requests and to make the Collateral it available to Bank as Bank designates. Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien Lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Borrower grants Bank a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without charge, in order to exercise any of Bank’s 's rights or remedies provided herein, at law, in equity, or otherwise; remedies; (d) Set off and apply e)apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bankit holds, or (ii) indebtedness at any time amount held by Bank owing to or for the credit or the account of a Borrower held by Bank; Borrower; (e) Shipf)ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a Borrower’s 's labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s 's exercise of its rights under this Section 9.1Section, a Borrower’s 's rights under all licenses and all franchise agreements shall inure to Bank’s 's benefit; ; (f) Dispose g)place a “hold” on any account maintained with Bank and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; (h)demand and receive possession of Borrower's Books; and (i)exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds pursuant to the Obligations in whatever manner or order Bank deems appropriate; (g) Bank may credit bid and purchase at any public sale; and (h) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the Borrowersterms thereof).

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without or demand, do any one or more all of the following, all of which are authorized by the Borrowers: (a) Declare declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, occurs all Obligations shall become are immediately due and payable without any action by Bank); (b) Cease stop advancing money or extending credit to or for the Xxxxxxxx’s benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; (c) Make demand that Borrower (i) deposit cash with Bank in an amount equal to at least (A) 105.0% of the aggregate face amount of any Letters of Credit denominated in Dollars remaining undrawn, and (B) 110.0% of the Dollar Equivalent of the aggregate face amount of any Letters of Credit denominated in a Foreign Currency remaining undrawn (plus, in each case, all interest, fees, and costs due or estimated by Bank in its commercially reasonable discretion to become due in connection therewith), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; ​ (d) terminate any FX Contracts (it being understood and agreed that (i) Bank is not obligated to deliver the currency which Borrower has contracted to receive under any FX Contract, and Bank may cover its exposure for any FX Contracts by purchasing or selling currency in the interbank market as Bank deems appropriate; (ii) Borrower shall be liable for all losses, damages, costs, margin obligations and expenses incurred by Bank arising from Borrower’s failure to satisfy its obligations under any FX Contract or the execution of any FX Contract; and (iii) Bank shall not be liable to Borrower for any gain in value of a FX Contract that Bank may obtain in covering Borrower’s breach); (e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds; (f) make any payments and do such any acts as Bank it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. The Borrowers Borrower shall assemble the Collateral if Bank so requires, requests and to make the Collateral it available to Bank as Bank designates. Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien Lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Borrower grants Bank a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwiseremedies; (dg) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bankit holds, or (ii) indebtedness at any time amount held by Bank owing to or for the credit or the account of a Borrower held by BankBorrower; (eh) Shipship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. For use solely upon the occurrence and during the continuation of an Event of Default, Bank is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a BorrowerXxxxxxxx’s labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, a BorrowerXxxxxxxx’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (fi) Dispose place a “hold” on any account maintained with Bank and/or deliver a notice of the Collateral by way exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriateCollateral; (gj) Bank may credit bid demand and purchase at any public salereceive possession of Xxxxxxxx’s Books; and (hk) Any deficiency that exists after disposition exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code or any Applicable Law (including disposal of the Collateral as provided above will be paid immediately by pursuant to the Borrowersterms thereof).

1Rights and Remedies. Upon the occurrence and during the continuance of While an Event of Default, Default occurs and continues Bank may, at its election, without notice of its election and without or demand, do any one or more all of the following, all of which are authorized by the BorrowersBorrower: (a) Declare declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, 8.5 occurs all Obligations shall become are immediately due and payable without any action by Bank); (b) Cease cease advancing money or extending credit to or for the Borrower’s benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; (c) Make [Intentionally Omitted]; (d) [Intentionally Omitted]; (e) settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds, and verify the amount of such account; (f) make any payments and do such any acts as Bank it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. The Borrowers Borrower shall assemble the Collateral if Bank so requires, requests and to make the Collateral it available to Bank as Bank designates. Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien Lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Borrower grants Bank a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwiseremedies; (dg) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bankit holds, or (ii) indebtedness at any time amount held by Bank owing to or for the credit or the account of a Borrower held by BankBorrower; (eh) Shipsell, assign, or lease any or all of the Collateral, and ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a Borrower’s labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1Section, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (fi) Dispose place a “hold” on any Deposit Account or other account maintained with Bank (other than Deposit Accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premisesemployees) as Bank determines is commercially reasonableand/or deliver a notice of exclusive control, and apply any proceeds entitlement order, or other directions or instructions pursuant to the Obligations in whatever manner any Control Agreement or order Bank deems appropriatesimilar agreements providing control of any Collateral; (gj) Bank may credit bid demand and purchase at any public salereceive possession of Borrower’s Books; and (hk) Any deficiency that exists after exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). In addition to all such rights and remedies provided herein, the sale, assignment, lease or other disposition of the Collateral, or any part thereof, by Bank after and during the continuance of an Event of Default may be for cash, credit or any combination thereof, and 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-off the amount of such purchase price against the Obligations of Borrower then owing. Any sales of such Collateral may be adjourned from time to time with or without notice. Bank may, in its reasonable discretion, cause the Collateral granted by Borrower to remain on Borrower’s premises, at Borrower’s expense, pending sale or other disposition of such Collateral. Bank shall have the right upon the occurrence and during the continuance of an Event of Default to conduct such sales on Borrower’s premises, at Borrower’s expense, or elsewhere, on such occasion or occasions as Bank may see fit. Upon the occurrence and during the continuance of any Event of Default, Bank shall have the right to enter upon the premises of Borrower where the Collateral granted by Borrower is located without any obligation to pay rent to Borrower, or any other place or places where such Collateral is believed to be located and kept, and remove such Collateral therefrom to the premises of Bank or any agent of Bank, for such time as Bank may desire, in order to effectively collect, sell, assign, lease, transfer or liquidate such Collateral. Upon the occurrence and during the continuance of any Event of Default, Bank shall have the right to obtain access to Borrower’s data processing equipment, computer hardware and software relating to the Collateral and to use all of the foregoing and the information contained therein in any manner Bank deems appropriate. Upon the occurrence and during the continuance of an Event of Default, Bank shall have the right to notify post office authorities to change the address for delivery of Borrower’s mail to an address designated by Bank and to receive, open and process all mail addressed to Borrower. Any notice required to be given by Bank of a sale, lease or other disposition or other intended action by Bank, with respect to any of the Collateral granted by Borrower, which is deposited in the United States mail, postage prepaid and duly addressed to Borrower at the address specified in Section 10, at least ten (10) calendar days prior to such proposed action shall constitute fair and reasonable notice to Borrower of any such action. The net proceeds realized by Bank upon any such sale or other disposition, after deduction for the expense of retaking, holding, preparing for sale, selling or the like and the reasonable attorneys’ and paralegal’ fees and expenses incurred by Bank in connection therewith, shall be applied as provided above will be herein toward satisfaction of the Obligations. Bank shall account to Borrower for any surplus realized upon such sale or other disposition, and Borrower shall remain liable for any deficiency. The commencement of any action, legal or equitable, or the rendering of any judgment or decree for any deficiency shall not affect Bank’s Liens in the Collateral until the Obligations (other than contingent obligations for which no claims have been asserted) are fully paid immediately in cash. Borrower agrees that Bank has no obligation to preserve rights to the Collateral against any other Person. Demand, presentment, protest and notice of nonpayment are hereby waived by Borrower. Borrower also waives the Borrowersbenefit of all valuation, appraisal and exemption laws. Borrower acknowledges that it has been advised by its counsel with respect to this transaction and this Agreement, including, without limitation, all waivers contained herein.

1Rights and Remedies. Upon the occurrence and during the continuance continuation of an Event of Default, Bank Agent may, and, at its electionthe instruction of the Required Lenders, without notice of its election and without demandshall, in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following: (a) by written notice to Borrowers, (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Contingent Surviving Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are authorized hereby expressly waived by the Borrowers: each Borrower, and (aii) Declare all or any portion of the Obligations, immediately due direct Borrowers to provide (and payable (provided Borrowers agree that upon the occurrence receipt of an Event such notice Borrowers will provide) Letter of Default described in Section 8.5, all Obligations shall become immediately due Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and payable without any action by Bank)outstanding Letters of Credit; (b) Cease advancing money or extending credit by written notice to or for Xxxxxxxxx, declare the benefit Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of a Borrower under this Agreement or under any other agreement between a Borrower Revolving Lender ​ ​ ​ to make Revolving Loans, (ii) the obligation of the Swing Lender to make Swing Loans, and Bank;(iii) the obligation of Issuing Bank to issue Letters of Credit; and (c) Make exercise all other rights and remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity. (1) Letter of Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations in respect of drawings that may subsequently occur under issued and outstanding Letters of Credit and (2) Bank Product Collateralization to be held as security for Borrowers’ or their Subsidiaries’ obligations in respect of outstanding Bank Products), without presentment, demand, protest, or notice or other requirements of any kind, all of which are expressly waived by Parent and Borrowers. If any amount remains on deposit as Letter of Credit Collateralization after all Letters of Credit have either been fully drawn or expired, terminated, cancelled or returned, such payments and do such acts as Bank considers necessary or reasonable remaining amount shall be applied to protect its security interest the other Obligations, if any, in the Collateral. The Borrowers shall assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which order set forth in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise; (d) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bank, or (ii) indebtedness at any time owing to or for the credit or the account of a Borrower held by Bank; (e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, a Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, 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, in connection with Bank’s exercise of its rights under this Section 9.1, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (f) Dispose of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate; (g) Bank may credit bid and purchase at any public sale; and (h) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the Borrowers2.4(b)(ii).

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank (i) Agent, as directed by the Required Lenders, may and (ii) with respect to clause (e), Agent and/or any Lender may, at its election, without notice of its election and without or demand, do any one or more all of the following, all of which are authorized by the Borrowers: (a) Declare declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, 9.4 occurs all Obligations shall become are immediately due and payable without any action by BankAgent or any Lender); (b) Cease stop advancing money or extending credit to or for the Borrower’s benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bankamong Borrower, Agent, and/or any Lenders; (c) Make verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Agent and/or the Lenders consider advisable, and notify any Person owing any Loan Party money of Agent’s security interest in such funds. Each Loan Party shall collect all payments in trust for Agent, for the ratable benefit of the Lenders and, if requested by Agent, immediately deliver the payments to Agent, for the ratable benefit of the Lenders in the form received from the Account Debtor, with proper endorsements for deposit; (d) make any payments and do such any acts as Bank Agent considers necessary or reasonable to protect its the Collateral and/or Agent’s security interest in the Collateral. The Borrowers Each Loan Party shall assemble the Collateral if Bank so requires, Agent requests and to make the Collateral it available to Bank as Bank Agent designates. Agent may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien Lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Bank Each Loan Party grants Agent a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without charge, in order to exercise any of BankAgent’s rights or remedies provided herein, at law, in equity, or otherwiseremedies; (de) Set off and apply to the Obligations any and all (i) any balances and deposits of a Borrower held by Bankany Loan Party it holds, or (ii) indebtedness at any time amount held by Agent owing to or for the credit or the account of a Borrower held by BankBorrower; (ef) Shipship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank Agent, for the benefit of the Lenders is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a Borrower’s labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, solely in completing production of, advertising for sale, and selling any Collateral and, in connection with BankAgent’s exercise of its rights under this Section 9.110.1, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (f) Dispose Agent, for the ratable benefit of the Collateral by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriateLenders; (g) Bank may credit bid demand and purchase at any public salereceive possession of the Loan Parties’ Books; and (h) Any deficiency that exists after disposition exercise all rights and remedies available to Agent and the Lenders under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral as provided above will be paid immediately by pursuant to the Borrowers.terms thereof and exercise of control pursuant to any Account Control Agreement) or other applicable law. ​ ​

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without or demand, do any one or more all of the following, all of which are authorized by the Borrowers: (a) Declare declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, 8.5 occurs all Obligations shall become are immediately due and payable without any action by Bank); (b) Cease stop advancing money or extending credit to or for the Xxxxxxxx’s benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; (c) Make demand that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent (110.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining undrawn (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; (d) terminate any FX Contracts; (e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds. Borrower shall collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor, with proper endorsements for deposit; (f) make any payments and do such any acts as Bank it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. The Borrowers Borrower shall assemble the Collateral if Bank so requires, requests and to make the Collateral it available to Bank as Bank designates. Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien Lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Borrower grants Bank a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwiseremedies; (dg) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bankit holds, or (ii) indebtedness at any time amount held by Bank owing to or for the credit or the account of a Borrower held by BankBorrower; (eh) Shipship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a BorrowerXxxxxxxx’s labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (fi) Dispose place a “hold” on any account maintained with Bank and/or deliver a notice of the Collateral by way exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriateCollateral; (gj) Bank may credit bid demand and purchase at any public salereceive possession of Xxxxxxxx’s Books; and (hk) Any deficiency that exists after disposition exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). Bank’s right of payment, lien priority and ability to exercise rights and remedies, in each case under this Agreement, shall be subordinate to its right of payment, lien priority and ability to exercise rights and remedies, in each case under the Senior Loan Agreement. Notwithstanding the foregoing, so long as no Event of Default under Section 8.12 has occurred and is continuing, Borrower shall be permitted to make, and Bank shall be permitted to receive and apply, scheduled payments (whether on account of principal, interest, fees, expenses or otherwise) to Bank as provided above will be paid immediately by the Borrowersin this Agreement.

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without demand, do any one or more of the followingfollowing to the extent not prohibited by applicable law, all of which are authorized by the BorrowersBorrower: (a) Declare all or Obligations, whether evidenced by this Agreement, by any portion of the Obligationsother Loan Documents, or otherwise, immediately due and payable (provided that upon the occurrence of an Event of Default described in Section 8.58.5 (insolvency), all Obligations shall become immediately due and payable without any action by Bank); (b) Demand that Borrower (i) deposit cash with Bank in an amount equal to the amount of any Letters of Credit remaining undrawn, as collateral security for the repayment of any future drawings under such Letters of Credit, and (ii) pay in advance all Letter of Credit fees scheduled to be paid or payable over the remaining term of the Letters of Credit, and Borrower shall promptly deposit and pay such amounts; (c) Cease advancing money or extending credit to or for the benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; (cd) Settle or adjust disputes and claims directly with account debtors for amounts, upon terms and in whatever order that Bank reasonably considers advisable; (e) Make such payments and do such acts as Bank considers necessary or reasonable to protect its security interest in the Collateral. The Borrowers shall Borrower agrees to assemble the Collateral if Bank so requires, and to make the Collateral available to Bank as Bank may designatedesignate at a location that is reasonably convenient to Bank and Borrower. The Borrowers authorize Borrower authorizes Bank to peaceably enter the premises where the Collateral is located, to take and maintain possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of XxxxxxxxBorrower’s owned premises, the Borrowers grant Borrower hereby grants Bank a license to enter into possession of such premises and to occupy the same, without chargecharge by Borrower, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise; (df) Place a “hold” on any account maintained with Bank, decline to honor presentments (including but not limited to checks, wires, and ACH drafts) against any account at Bank, and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any control agreement or similar agreements providing control of any Collateral; (g) Set off and apply to the Obligations then due any and all (i) balances and deposits of a Borrower held by Bank, or and (ii) indebtedness at any time owing to or for the credit or the account of a Borrower held by Bank; (eh) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a license or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, a Borrower’s labels, patents, copyrights, rights of use of any name, trade secrets, trade names, trademarks, service marks, 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, in connection with Bank’s exercise of its rights under this Section 9.1, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (fi) Dispose of Sell the Collateral at either a public or private sale, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate. Bank may sell the Collateral without giving any warranties as to the Collateral. Bank may specifically disclaim any warranties of title or the like. This procedure will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral. If Bank sells any of the Collateral upon credit, Borrower will be credited only with payments actually made by the purchaser, received by Bank, and applied to the indebtedness of the purchaser. If the purchaser fails to pay for the Collateral, Bank may resell the Collateral and Borrower shall be credited with the proceeds of the sale; (gj) Bank may credit bid and purchase at any public sale; (k) Apply for the appointment of a receiver, trustee, liquidator or conservator of the Collateral, without notice and without regard to the adequacy of the security for the Obligations and without regard to the solvency of Borrower, any guarantor or any other Person liable for any of the Obligations; and (hl) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by Borrower. Bank may comply with any applicable state or federal law requirements in connection with a disposition of the BorrowersCollateral, and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without or demand, do any one or more all of the following, all of which are authorized following to the extent not prohibited by the Borrowersapplicable law: (a) Declare declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, 8.5 occurs all Obligations shall become are immediately due and payable without any action by Bank); (b) Cease stop advancing money or extending credit to or for the Borrower’s benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; (c) Make demand that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred ten percent (110.0%) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit denominated in a Foreign Currency remaining undrawn, (plus, in each case, all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; (d) terminate any FX Contracts; (e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds; (f) make any payments and do such any acts as Bank it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. The Borrowers Borrower shall assemble the Collateral if Bank so requires, requests and to make the Collateral it available as Bank designates at any location that is reasonably convenient to Bank as and Borrower. Bank may designate. The Borrowers authorize Bank to peaceably enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien Lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Borrower grants Bank a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without chargecharge by Borrower, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwiseremedies; (dg) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bankit holds, or (ii) indebtedness at any time amount held by Bank owing to or for the credit or the account of a Borrower held by BankBorrower; (eh) Shipship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a Borrower’s labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1Section, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (fi) Dispose place a “hold” on any account maintained with Bank and/or deliver a notice of the Collateral by way exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriateCollateral; (gj) Bank may credit bid demand and purchase at any public salereceive possession of Borrower’s Books; and (hk) Any deficiency that exists after disposition exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral as provided above will be paid immediately by pursuant to the Borrowersterms thereof).

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without or demand, do any one or more all of the following, all of which are authorized by the Borrowers: (a) Declare declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, 7.5 occurs all Obligations shall become are immediately due and payable without any action by Bank); (b) Cease stop advancing money or extending credit to or for the Xxxxxxxx’s benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank;; ​ (c) Make demand that Borrower (i) deposit cash with Bank in an amount equal to at least (A) one hundred five percent (105%) of the aggregate face amount of any Letters of Credit denominated in Dollars remaining undrawn, and (B) one hundred fifteen percent (115%) of the Dollar Equivalent of the aggregate face amount of any Letters of Credit denominated in a Foreign Currency remaining undrawn (plus, in each case, all interest, fees, and costs due or estimated by Bank to become due in connection therewith), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; (d) terminate any FX Contracts (it being understood and agreed that (i) Bank is not obligated to deliver the currency which Borrower has contracted to receive under any FX Contract, and Bank may cover its exposure for any FX Contracts by purchasing or selling currency in the interbank market as Bank deems appropriate; (ii) Borrower shall be liable for all losses, damages, costs, margin obligations and expenses incurred by Bank arising from Borrower’s failure to satisfy its obligations under any FX Contract or the execution of any FX Contract; and (iii) Bank shall not be liable to Borrower for any gain in value of a FX Contract that Bank may obtain in covering Borrower’s breach); (e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, and notify any Person owing Borrower money of Bank’s security interest in such funds. Borrower shall collect all payments in trust for Bank and, if requested by Bank, immediately deliver the payments to Bank in the form received from the Account Debtor, with proper endorsements for deposit; (f) make any payments and do such any acts as Bank it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. The Borrowers Borrower shall assemble the Collateral if Bank so requires, requests and to make the Collateral it available to Bank as Bank designates. Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien Lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Borrower grants Bank a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwiseremedies; (dg) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bankit holds, or (ii) indebtedness at any time amount held by Bank owing to or for the credit or the account of a Borrower held by BankBorrower; (eh) Shipship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. For use solely upon the occurrence and during the continuation of an Event of Default, Bank is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a Borrower’s labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.18.1, a BorrowerXxxxxxxx’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (fi) Dispose place a “hold” on any account maintained with Bank and/or deliver a notice of the Collateral by way exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriateCollateral; (gj) Bank may credit bid demand and purchase at any public salereceive possession of Xxxxxxxx’s Books; and (hk) Any deficiency that exists after disposition exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code or any Applicable Law (including disposal of the Collateral as provided above will be paid immediately by pursuant to the Borrowersterms thereof).

1Rights and Remedies. Upon the occurrence and during the continuance continuation of an Event of Default, Bank Agent may, and, at its electionthe instruction of the Required Lenders, without shall (in each case under clauses (a) or (b) by written notice of its election and without demandto Borrowers), in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, do any one or more of the following: (a) (i) declare the principal of, and any and all accrued and unpaid interest and fees in respect of, the Loans and all other Obligations (other than the Bank Product Obligations), whether evidenced by this Agreement or by any of the other Loan Documents to be immediately due and payable, whereupon the same shall become and be immediately due and payable and Borrowers shall be obligated to repay all of such Obligations in full, without presentment, demand, protest, or further notice or other requirements of any kind, all of which are authorized hereby expressly waived by the Borrowers: each Borrower, and (aii) Declare all or any portion of the Obligations, immediately due direct Borrowers to provide (and payable (provided Borrowers agree that upon the occurrence receipt of an Event such notice Borrowers will provide) Letter of Default described in Section 8.5, all Obligations shall become immediately due Credit Collateralization to Agent to be held as security for Borrowers’ reimbursement obligations for drawings that may subsequently occur under issued and payable without any action by Bank)outstanding Letters of Credit; (b) Cease advancing money or extending credit declare the Commitments terminated, whereupon the Commitments shall immediately be terminated together with (i) any obligation of any Revolving Lender to or for make Revolving Loans, (ii) the benefit obligation of a Borrower under this Agreement or under any other agreement between a Borrower the Swing Lender to make Swing Loans, and Bank;(iii) the obligation of Issuing Bank to issue Letters of Credit; and (c) Make such payments exercise all other rights and do such acts remedies available to Agent or the Lenders under the Loan Documents, under applicable law, or in equity. (1) Letter of Credit Collateralization to Agent to be held as Bank considers necessary or reasonable to protect its security interest for Borrowers’ reimbursement obligations in the Collateral. The Borrowers shall assemble the Collateral if Bank so requiresrespect of drawings that may subsequently occur under issued and outstanding Letters of Credit, and (2) Bank Product Collateralization to make the Collateral available to be held as security for Borrowers’ or their Subsidiaries’ obligations in respect of outstanding Bank as Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is locatedProducts), to take and maintain possession of the Collateralwithout presentment, demand, protest, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewith. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Bank a license to enter into possession of such premises and to occupy the same, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwise; (d) Set off and apply to the Obligations any and all (i) balances and deposits of a Borrower held by Bank, or (ii) indebtedness at any time owing to or for the credit or the account of a Borrower held by Bank; (e) Ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell (in the manner provided for herein) the Collateral. Bank is granted a license notice or other right, solely pursuant to the provisions of this Section 9.1, to use, without charge, a Borrower’s labels, patents, copyrights, rights of use requirements of any namekind, trade secrets, trade names, trademarks, service marks, and advertising matter, or any property all of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (f) Dispose of the Collateral which are expressly waived by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriate; (g) Bank may credit bid and purchase at any public sale; and (h) Any deficiency that exists after disposition of the Collateral as provided above will be paid immediately by the Borrowers.

1Rights and Remedies. Upon the occurrence and during the continuance of an Event of Default, Bank may, at its election, without notice of its election and without or demand, do any one or more all of the following, all of which are authorized by the Borrowers: (a) Declare declare all or any portion of the Obligations, Obligations immediately due and payable (provided that upon the occurrence of but if an Event of Default described in Section 8.5, 8.5 occurs all Obligations shall become are immediately due and payable without any action by Bank); (b) Cease stop advancing money or extending credit to or for the Xxxxxxxx’s benefit of a Borrower under this Agreement or under any other agreement between a Borrower and Bank; (c) Make for any Letters of Credit, demand that Borrower (i) deposit cash with Bank in an amount equal to at least 105% (110% for Letters of Credit denominated in a Foreign Currency) of the Dollar Equivalent of the aggregate face amount of all Letters of Credit remaining undrawn (plus all interest, fees, and costs due or to become due in connection therewith (as estimated by Bank in its good faith business judgment)), to secure all of the Obligations relating to such Letters of Credit, as collateral security for the repayment of any future drawings under such Letters of Credit, and Borrower shall forthwith deposit and pay such amounts, and (ii) pay in advance all letter of credit fees scheduled to be paid or payable over the remaining term of any Letters of Credit; ​ (d) terminate any FX Contracts; (e) verify the amount of, demand payment of and performance under, and collect any Accounts and General Intangibles, settle or adjust disputes and claims directly with Account Debtors for amounts on terms and in any order that Bank considers advisable, notify any Person owing Borrower money of Bank’s security interest in such funds; (f) make any payments and do such any acts as Bank it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral. The Borrowers Borrower shall assemble the Collateral if Bank so requires, requests and to make the Collateral it available to Bank as Bank designates. Bank may designate. The Borrowers authorize Bank to enter the premises where the Collateral is located, to take and maintain possession of any part of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which in Bank’s determination Lien that appears to be prior or superior to its security interest and to pay all expenses incurred in connection therewithincurred. With respect to any of Xxxxxxxx’s owned premises, the Borrowers grant Borrower grants Bank a license to enter into possession and occupy any of such premises and to occupy the sameits premises, without charge, in order to exercise any of Bank’s rights or remedies provided herein, at law, in equity, or otherwiseremedies; (dg) Set off and apply to the Obligations any and all (i) any balances and deposits of a Borrower held by Bankit holds, or (ii) indebtedness at any time amount held by Bank owing to or for the credit or the account of a Borrower held by BankBorrower; (eh) Shipship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, sale and sell (in the manner provided for herein) the Collateral. Bank is hereby granted a non-exclusive, royalty-free license or other right, solely pursuant to the provisions of this Section 9.1, right to use, without charge, a Borrower’s labels, patentsPatents, copyrightsCopyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marksTrademarks, and advertising matter, or any similar property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Bank’s exercise of its rights under this Section 9.1Section, a Borrower’s rights under all licenses and all franchise agreements shall inure to Bank’s benefit; (fi) Dispose place a “hold” on any account maintained with Bank and/or deliver a notice of the Collateral by way exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including a Borrower’s premises) as Bank determines is commercially reasonable, and apply any proceeds to the Obligations in whatever manner or order Bank deems appropriateCollateral; (gj) Bank may credit bid demand and purchase at any public salereceive possession of Xxxxxxxx’s Books; and (hk) Any deficiency that exists after disposition exercise all rights and remedies available to Bank under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral as provided above will be paid immediately by pursuant to the Borrowersterms thereof).