Common use of Lender Remedies Clause in Contracts

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon the occurrence and during the continuance of an Event of Default and at Lender’s request, each Credit Party further agrees to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default Default, upon the written request of the Requisite Lenders, Agent shall have occurred terminate or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and be continuing, Lender maypayable, without noticedemand or notice to any Loan Party, take any one or more of and the following actions: (i) require that all Letter of Credit accelerated Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies shall bear interest at the Default Rate, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do soDefault specified in Section 8.1(g), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskthe Obligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC and under any other applicable Requirement of Law. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, (a) at Lender’s requestthe written request of the Requisite Lenders, each Credit Party further agrees Agent shall, or (b) upon the termination of the Commitments or the acceleration of the Obligations pursuant to this Section 8.2, or upon receipt of written request of the Requisite Lenders to exercise remedies generally, Agent may, (w) notify any Account Debtor or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (x) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.3. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s Related Persons) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which Lender any of the licensed items may have under any be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other Credit Document compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or at law or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in equityfact is a power coupled with an interest and is irrevocable until the Termination Date. Recourse Notwithstanding anything to the Collateral contrary contained in this Section 8.2, Agent shall not be required. All provisions required to obtain the consent of this Agreement are intended any Lender to be take any action to protect, preserve or take possession of any Collateral that is subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partan Exigent Circumstance.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence of any Event of Default, Lender may take Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any action necessary or all of the Obligations to collectbe immediately due and payable, receivewithout demand or notice to Borrower and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, assembleprovided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of Borrower or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Borrower shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at Borrower’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to Borrower under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default Default, Borrower hereby irrevocably appoints Agent (and at Lenderany of Agent’s requestdesignated officers or employees) as Borrower’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrower’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, each Credit Party for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of Borrower that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the The appointment of Agent as Borrower’s attorney in fact is a receiver or keeper to take possession of any Collateral power coupled with an interest and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To is irrevocable until the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitledTermination Date. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default Default, upon the written request of the Requisite Lenders, Agent shall have occurred terminate or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and be continuing, Lender maypayable, without noticedemand or notice to any Loan Party, take any one or more of and the following actions: (i) require that all Letter of Credit accelerated Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies shall bear interest at the Default Rate, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do soDefault specified in Section 8.1(g), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskthe Obligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC and under any other applicable Requirement of Law. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, (a) at Lender’s requestthe written request of the Requisite Lenders, each Credit Party further agrees Agent shall, or (b) upon the termination of the Commitments or the acceleration of the Obligations pursuant to this Section 8.2, or upon receipt of written request of the Requisite Lenders to exercise remedies generally, Agent may, (w) notify any Account Debtor or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (x) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.3. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s Related Persons) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and Loan and Security Agreement - Amedica remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which Lender any of the licensed items may have under any be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other Credit Document compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or at law or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in equityfact is a power coupled with an interest and is irrevocable until the Termination Date. Recourse Notwithstanding anything to the Collateral contrary contained in this Section 8.2, Agent shall not be required. All provisions required to obtain the consent of this Agreement are intended any Lender to be take any action to protect, preserve or take possession of any Collateral that is subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partan Exigent Circumstance.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default shall have occurred and be continuingDefault, Lender Agent may, without notice, take any one or more and at the written request of the following actions: (i) require that Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all Letter of Credit the Obligations to be fully cash collateralized immediately due and payable, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.6, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default specified in Section 8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Lender may take Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any action necessary other applicable law. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to collectmake payments to Agent (for the benefit of itself and Lenders), receive, assemble, (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the The appointment of Agent as each Loan Party’s attorney in fact is a receiver or keeper to take possession of any Collateral power coupled with an interest and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To is irrevocable until the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitledTermination Date. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Default or Event of Default shall have occurred Default, Agent may, and be continuing, Lender mayat the written request of the Requisite Lenders shall, without notice, take suspend the Revolving Loan facility with respect to additional Revolving Loans, whereupon any one additional Revolving Loans shall be made or more incurred in Agent’s sole discretion (or in the sole discretion of the following actions: Requisite Lenders, if such suspension occurred at their direction). Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, (i1) terminate the Commitments, (2) declare any or all of the Obligations to be immediately due and payable and (3) and require that all the Letter of Credit Obligations be fully cash collateralized in the manner set forth in Schedule D, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.6, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of DefaultDefault specified in Section 8.1(g) above, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskObligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at Lender’s requestthe written request of the Required Lenders shall, each Credit Party further agrees (a) notify any account debtor with respect to any Account or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all amounts be made shall be deemed to which Lender constitute reasonable notice if such notice is entitled. (d) Lender’s rights and remedies under given in accordance with this Agreement shall at least 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with account debtors, for amounts and upon terms which Agent determines to be cumulative reasonable; and nonexclusive (iv) do such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to of the Collateral shall not be requiredor to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. All provisions The appointment of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling Agent as each Loan Party’s attorney in fact is a power coupled with an interest and to be limited, to is irrevocable until the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partTermination Date.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence of any Event of Default, Lender may take Agent shall, at the written request of the Requisite Lenders, terminate the Commitments with respect to further Term Loans and declare any action necessary or all of the Obligations to collectbe immediately due and payable, receivewithout demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, assembleprovided that, upon the occurrence of any Event of Default specified in Section 8.1(g) above, the Commitments shall be automatically terminated and the Obligations shall be automatically accelerated. Upon the occurrence of an Event of Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law; provided, however, that Agent shall not commence the exercise of such rights and remedies without the prior written request of Requisite Lenders. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Required Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party further agrees to assemble the Collateral hereby irrevocably appoints Agent (and make it available to Lender at places which Lender shall reasonably select, whether at its premises any of Agent’s designated officers or elsewhere. Until Lender is able to effect a sale, lease, or other disposition employees) as such Loan Party’s true and lawful attorney to: (i) take any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is actions specified above in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.paragraph;

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence and during the continuation of any Event of Default, Lender may take Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments and declare any action necessary or all of the Obligations to collectbe immediately due and payable, receiveand the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, assembleprovided that, upon the occurrence and during the continuation of any Event of Default specified in Section 8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the The appointment of Agent as each Loan Party’s attorney in fact is a receiver or keeper to take possession power coupled with an interest and is irrevocable until the date on which all of any Collateral and to enforce any the Obligations are indefeasibly paid in full in cash, all of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damagesCommitments hereunder are terminated, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to been terminated (the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part“Termination Date”).

Lender Remedies. (a) In addition to Upon the rights and remedies set forth in Section 12.1, if occurrence of any Event of Default shall have occurred Default, Lender, at its option, may declare any or all of the Obligations to be immediately due and be continuing, Lender maypayable, without notice, take any one demand or more of notice to Borrower and the following actions: (i) require that all Letter of Credit accelerated Obligations be fully cash collateralized shall bear interest at the Default Rate pursuant to Schedule ISection 2.6; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equityprovided, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default specified in Section 8.1(h) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have all of the right upon rights and remedies of a secured party under the UCC, and under any such public sale, to the extent permitted by other applicable law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. and Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and terminate its commitments hereunder. Without limiting the foregoing, Lender shall have the right to use (a) notify any Corporate Credit Party’s premises without rent account debtor of Borrower or other charge for such sales or other action with respect to any obligor on any instrument which constitutes part of the Collateral for such time as Lender deems necessary to make payment to Lender, (b) with or advisable. without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (c) Upon sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES ACT OF 1934, AS AMENDED. Obligations in accordance with Section 8.3. If requested by Lender, Borrower shall promptly assemble the Collateral and make it available to Lender at a place to be designated by Lender. Lender may also render any or all of the Collateral unusable at Borrower’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Lender is required to give to Borrower under the UCC of the time and place of any public sale or the time after which any private sale or other intended disposition of the Collateral is to be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default Default, Borrower hereby irrevocably appoints Lender (and at Lender’s request, each Credit Party further agrees to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice designated officers or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, employees) as Borrower’s true and demands against Lender, its Affiliates, agents, and the officers and employees of lawful attorney to: (i) take any of them arising out the actions specified above in this paragraph; (ii) endorse Borrower’s name on any checks or other forms of payment or security that may come into Lender’s possession; (iii) settle and adjust disputes and claims respecting the repossessionaccounts directly with account debtors, retention for amounts and upon terms which Lender determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower that Lender may deem necessary or sale of desirable to enforce its rights in or to any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient or to pay all amounts to which Lender is entitled. (d) perfect or better perfect Lender’s rights security interest in any of the Collateral. The appointment of Lender as Borrower’s attorney in fact is a power coupled with an interest and is irrevocable until all of the Obligations are indefeasibly paid in full. Borrower hereby grants to Lender and any transferee of Collateral, for purposes of exercising its remedies under this Agreement shall be cumulative and as provided herein, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to Borrower) to use, license or sublicense any other rights and remedies which Lender may have under any other Credit Document intellectual property now owned or at law or in equity. Recourse hereafter acquired by Borrower related to the Collateral shall not Collateral, and wherever the same may be required. All provisions of this Agreement are intended to be subject located, and including in such license access to all applicable mandatory provisions media in which any of law that the licensed items may be controlling recorded or stored and to be limited, to all computer software and programs used for the extent necessary, so that they do not render this Agreement invalid compilation or unenforceable, in whole or in partprintout thereof.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default shall have occurred and be continuingDefault, Lender Agent may, without notice, take any one or more and at the written request of the following actions: (i) require that Requisite Lenders shall, terminate the Commitments and declare any or all Letter of Credit the Obligations to be fully cash collateralized immediately due and payable, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.5, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of DefaultDefault specified in Section 8.1(g) above, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskObligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at Lender’s requestthe written request of the Requisite Lenders shall, each Credit (a) notify any account debtor of any Loan Party further agrees or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.3. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least five (5) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Section 8.2 at such time as Agent shall be lawfully entitled to exercise such rights and remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the date on which all of the Obligations are indefeasibly paid in full in cash, all of the Commitments hereunder are terminated, and this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to been terminated (the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part“Termination Date”).

Lender Remedies. (a) In addition The provisions of this Section 5.5 are subject to the rights and remedies set forth in provisions of Section 12.1, if 2.3 hereof. If any Event of Default under either Credit Agreement shall have occurred occur and be continuing, Lender maythe Security Agent may exercise, without notice, take any one or more of the following actions: (i) require that in addition to all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any other rights and remedies provided granted to it under this Agreement and each Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the Lender Obligations, all rights and remedies of a secured party under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Uniform Commercial Code. Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence Security Agent may without demand of performance or other demand, presentment, protest, advertisement or notice of any Event kind (except any notice required by law referred to below) to or upon FSAM or any other Person (each and all of Defaultwhich demands, Lender may take any action necessary to presentments, protests, advertisements and notices are hereby waived), in such circumstances forthwith collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and and/or may forthwith sellsell (on a servicing released basis, at the Security Agent’s option), lease, assign, give an option or options to purchase purchase, or otherwise dispose of and deliver said the Collateral or any part thereof (or contract to do soany of the foregoing), or any part thereof, in one or more parcels or as an entirety at public or private sale or sales, at any exchange exchange, broker’s board or office of the Security Agent or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender The Security Agent shall have the right upon any such public salesale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase for the benefit of Lender the whole or any part of said the Collateral so sold, free of any right of or equity of redemptionredemption in FSAM, which right each Credit Party or equity is hereby releaseswaived or released. Such sales may be adjourned The Security Agent may, on one or continued from more occasions, postpone or adjourn any such sale by public announcement at the time to time with of such sale. The Security Agent shall give FSAM prior or without noticeconcurrent notice of any such postponement or adjournment. Lender shall have FSAM further agrees, at the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon the occurrence and during the continuance of an Event of Default and at LenderSecurity Agent’s request, each Credit Party further agrees to assemble the Collateral and make it available to Lender the Security Agent at places which Lender the Security Agent shall reasonably select, whether at its FSAM’s premises or elsewhere. Until Lender is able to effect a The Security Agent shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, leaseafter deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Security Agent hereunder, including without limitation reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Lender Obligations, in such order as the Security Agent may elect, and only after such application and after the payment by the Lenders of any other amount required or permitted by any provision of law, including without limitation the Uniform Commercial Code, need the Security Agent account for the surplus, if any, to FSA, the GIC Issuers or FSAM. If any notice of a proposed sale or other disposition of the Collateral, Lender Collateral shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted be required by applicable law, each Credit Party waives all claims, damages, such notice shall be deemed reasonable and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except proper if given at least 10 days before such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such mattersother disposition. Each Credit Party FSAM shall remain liable for any deficiency (plus accrued interest thereon in accordance with the terms of the Lender Agreements) if the proceeds of any sale or other disposition of the Collateral are insufficient to pay all amounts to which the Lender is entitled. (d) Lender’s rights Obligations and remedies under this Agreement shall be cumulative the fees and nonexclusive disbursements of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse attorneys employed by the Security Agent to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partcollect such deficiency.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence of any Event of Default, Lender may take any action necessary to collectat the written request of the Requisite Lenders, receive, assemble, process, appropriate and realize upon Agent shall (1) terminate the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action Commitments with respect to further Term Loans and (2) declare any or all of the Collateral for such time as Lender deems necessary Obligations to be immediately due and payable, without demand or advisable. (cnotice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.5, provided that, upon the occurrence of any Event of Default specified in Section 8.1(g) Upon above, the Obligations shall be automatically accelerated. After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, (a) at Lender’s requestthe written request of the Requisite Lenders, each Credit the Agent shall, or (b) upon the termination of the Commitments or the acceleration of the Obligations pursuant to this Section 8.2, or upon receipt of written request of the Requisite Lenders to exercise remedies generally, the Agent may, (w) notify any account debtor of any Loan Party further agrees or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (x) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.3. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies which Lender may have under remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any other Credit Document Intellectual Property now owned or at law or hereafter acquired by such Loan Party and including in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject such license access to all applicable mandatory provisions media in which any of law that the licensed items may be controlling recorded or stored and to be limitedall computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other compensation to such Loan Party) to use, to operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partTermination Date.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Corporate Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon the occurrence and during the continuance of an Event of Default and at LenderLxxxxx’s request, each Credit Party further agrees to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of LenderLxxxxx’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against LenderLxxxxx, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender Lxxxxx to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled. (d) LenderLxxxxx’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equityequity or as provided under any Obligation. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default shall have occurred and be continuingDefault, Lender Agent may, without notice, take any one or more and at the written request of the following actions: (i) require that Requisite Lenders shall, terminate the Commitments and declare any or all Letter of Credit the Obligations to be fully cash collateralized immediately due and payable, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.6, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default specified in Section 8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Lender may take Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any action necessary other applicable law. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Required Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to collectmake payments to Agent (for the benefit of itself and Lenders), receive, assemble, (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the The appointment of Agent as each Loan Party’s attorney in fact is a receiver or keeper to take possession of any Collateral power coupled with an interest and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To is irrevocable until the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitledTermination Date. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Default or Event of Default shall have occurred Default, Agent may, and be continuing, Lender mayat the written request of the Requisite Lenders shall, without notice, take any one suspend either or more both of the following actions: Revolving Loan facility with respect to additional Revolving Loans or the Term Loan facility with respect to additional Term Loans, whereupon any additional Revolving Loans or Term Loans shall be made or incurred in Agent’s sole discretion (ior in the sole discretion of the Requisite Lenders, if such suspension occurred at their direction). Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, (1) terminate the Commitments, (2) declare any or all of the Obligations to be immediately due and payable and (3) and require that all the Letter of Credit Obligations be fully cash collateralized in the manner set forth in Schedule D, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.6, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of DefaultDefault specified in Section 8.1(g) above, Lender may take any action necessary to collect, receive, assemble, process, appropriate the Commitments shall be automatically terminated and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskObligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at Lender’s requestthe written request of the Required Lenders shall, each Credit Party further agrees (a) notify any account debtor with respect to any Account or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all amounts be made shall be deemed to which Lender constitute reasonable notice if such notice is entitled. (d) Lender’s rights and remedies under given in accordance with this Agreement shall at least 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with account debtors, for amounts and upon terms which Agent determines to be cumulative reasonable; and nonexclusive (iv) do such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to of the Collateral shall not be requiredor to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. All provisions The appointment of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling Agent as each Loan Party’s attorney in fact is a power coupled with an interest and to be limited, to is irrevocable until the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partTermination Date.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence and during the continuation of any Event of Default, Lender may take Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments and declare any action necessary or all of the Obligations to collectbe immediately due and payable, receiveand the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, assembleprovided that, upon the occurrence and during the continuation of any Event of Default specified in Section 8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.] the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the The appointment of Agent as each Loan Party’s attorney in fact is a receiver or keeper to take possession power coupled with an interest and is irrevocable until the date on which all of any Collateral and to enforce any the Obligations are indefeasibly paid in full in cash, all of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damagesCommitments hereunder are terminated, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to been terminated (the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part“Termination Date”).

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence of any Event of Default, Lender may take Agent shall, at the written request of the Requisite Lenders, terminate the Commitments with respect to further Term Loans and declare any action necessary or all of the Obligations to collectbe immediately due and payable, receivewithout demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, assembleprovided that, upon the occurrence of any Event of Default specified in Section 8.1(g) above, the Commitments shall be automatically terminated and the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law; provided, however, that Agent shall not commence the exercise of such rights and remedies (whether arising under this Agreement or any other Debt Document) without the prior written request of Requisite Lenders. Upon the exercise of such rights and remedies, Agent shall consult with and keep the Lenders informed thereof at reasonable intervals; provided, however, that notwithstanding any such consultations and provision of information to the Lenders, Agent shall retain the right to make all determinations in the event of disagreements between Agent and Lenders. Without limiting the foregoing, (1) Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral of the security interest of the Agent in the same (for the benefit of itself and Lenders) and (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon inspect the Collateral; and (2) Agent shall, at the written request of the Required Lenders, (x) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part thereofof the Collateral to make payments to Agent (for the benefit of itself and Lenders), (y) sell the Collateral at public or appoint a third party private sale, in whole or in part, and have the right to do so bid and may forthwith sellpurchase at such sale, lease, assign, give an option or options to purchase and (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from any such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral. The appointment of Agent as each Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date. Notwithstanding any provision of this Section 8.2 to the contrary, Lender upon the occurrence of any Event of Default, Agent shall have the right to completeexercise any and all remedies referenced in this Section 8.2 without the written consent of Requisite Lenders following the occurrence of an Exigent Circumstance. As used in the immediately preceding sentence, assemble“Exigent Circumstance” means any event or circumstance that, use or operate in the Collateral reasonable judgment of Agent, imminently threatens the ability of Agent to realize upon all or any part material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, to the extent that Lender deems appropriatedestruction or material waste thereof, for the purpose or failure of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Loan Party after reasonable demand to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is reinstate adequate casualty insurance coverage, or which, in the possession reasonable judgment of Lender. Lender mayAgent, if it so elects, seek the appointment of could result in a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out material diminution in value of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitledCollateral. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon the occurrence and during the continuance of an Event of Default, (i) any obligation of the Lender to make advances of the Loan shall terminate, (ii) Lender, at its option, may declare any or all of the Obligations to be immediately due and payable, whereupon the same shall become immediately due and payable, without demand or notice to Borrower; provided, however, that upon the occurrence of an Event of Default described in subsection 8.1.i, all of the Obligations shall immediately become due and payable without any declaration, notice or other action by Lender; and (iii) all of the outstanding Obligations shall bear interest at the Default Rate until paid in full. In addition to any other rights and remedies it may have at law or in equity, Lender shall have all of the rights and remedies of a secured party following default under the UCC and under any other applicable law. Without limiting the foregoing, Lender shall have the right to (i) notify any account debtor of a Borrower or any obligor on any instrument which constitutes part of the Collateral to make payment directly to Lender’s request, each Credit Party further agrees (ii) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (iii) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at said sale, or (iv) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in such order as Lender may elect. If requested by Lender, Borrowers shall promptly assemble the Collateral and make it available to Lender at places a place to be designated by Lender which is reasonably convenient to the parties. Lender shall reasonably select, whether may also render any or all of the Collateral unusable at its the Borrowers’ premises and may dispose of such Collateral on such premises without liability for rent or elsewherecosts. Until Any notice that Lender is able required to effect a sale, lease, or other disposition of give to Borrowers under the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all amounts be made shall be deemed to which Lender constitute reasonable notice if such notice is entitled. given to the last known address of Borrowers at least five (d5) Lender’s days prior to such action. All rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which provided to Lender may have under any other Credit Document herein or at law or in equity. Recourse to the Collateral shall not be required. All provisions equity are cumulative, and none of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid such rights or unenforceable, in whole or in partremedies is exclusive.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default Default, upon the written request of the Requisite Lenders, Agent shall have occurred terminate or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and be continuing, Lender maypayable, without noticedemand or notice to any Loan Party, take any one or more of and the following actions: (i) require that all Letter of Credit accelerated Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies shall bear interest at the Default Rate, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do soDefault specified in Section 8.1(g), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskthe Obligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC and under any other applicable Requirements of Law. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, (a) at Lender’s requestthe written request of the Requisite Lenders, each Credit Party further agrees Agent shall, or (b) upon the termination of the Commitments or the acceleration of the Obligations pursuant to this Section 8.2, or upon receipt of written request of the Requisite Lenders to exercise remedies generally, Agent may, (w) notify any Account Debtor or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (x) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.3. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s Related Persons) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which Lender any of the licensed items may have under any be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other Credit Document compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or at law or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in equityfact is a power coupled with an interest and is irrevocable until the Termination Date. Recourse Notwithstanding anything to the Collateral contrary contained in this Section 8.2, Agent shall not be required. All provisions required to obtain the consent of this Agreement are intended any Lender to be take any action to protect, preserve or take possession of any Collateral that is subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partan Exigent Circumstance.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default Default, upon the written request of the Requisite Lenders, Agent shall have occurred terminate or suspend any Term Loan Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and be continuing, Lender maypayable, without noticedemand or notice to any Loan Party, take any one or more of and the following actions: (i) require that all Letter of Credit accelerated Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies shall bear interest at the Default Rate, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default specified in Section 8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance of an Event of Default, Lender may take Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC and under any action necessary other applicable Requirement of Law. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, at the written request of the Requisite Lenders, Agent shall (w) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to collectmake payments to Agent (for the benefit of itself and Lenders), receive, assemble, (x) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (z) lease or otherwise dispose of and deliver said Collateral (all or contract to do so)part of the Collateral, or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at applying proceeds from such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, disposition to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releasesObligations in accordance with Section 8.3. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon the occurrence and during the continuance of an Event of Default and at Lender’s requestthe request of the Agent (at the direction of the Requisite Lenders or in accordance with the last sentence of this Section 8.2) or the Requisite Lenders, each Credit Party further agrees to the Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether a place to be designated by Agent. Agent may (at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition the written direction of the Collateral, Lender shall have the right to complete, assemble, use Requisite Lenders) also render any or operate all of the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s Related Persons) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative lawfully entitled to exercise such rights and nonexclusive remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date. Notwithstanding anything to the contrary contained in this Section 8.2, Agent agrees with the Lenders (and solely for the benefit of the Lenders) not to exercise any remedies pursuant to this Agreement or otherwise without the written consent or written direction of the Requisite Lenders, provided that the Agent shall be permitted, without any such consent or direction, to take any action to protect, preserve or take possession of any other rights and remedies which Lender may have under Collateral that is subject to an Exigent Circumstance (but such actions during any other Credit Document or at law or in equity. Recourse to the Collateral Exigent Circumstance shall not be required. All provisions include any foreclosure or sale of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling Collateral); the foregoing is an agreement solely among Agent and to be limitedthe Lenders, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partand no Loan Party is a beneficiary thereof.

Lender Remedies. (a) In addition Subject to Section 8.3, upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default Default, upon the written request of the Requisite Lenders, Agent shall have occurred terminate or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and be continuing, Lender maypayable, without noticedemand or notice to any Loan Party, take any one or more of and the following actions: (i) require that all Letter of Credit accelerated Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies shall bear interest at the Default Rate, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do soDefault specified in Section 8.1(g), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskthe Obligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC and under any other applicable Requirements of Law. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, (a) at Lender’s requestthe written request of the Requisite Lenders, each Credit Party further agrees Agent shall, or (b) upon the termination of the Commitments or the acceleration of the Obligations pursuant to this Section 8.2, or upon receipt of written request of the Requisite Lenders to exercise remedies generally, Agent may, (w) notify any Account Debtor or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders) or to any Lender directly, (x) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party's premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent's Related Persons) as such Loan Party's true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party's name on any checks or other forms of payment or security that may come into Agent's possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lender’s do such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent's security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which Lender any of the licensed items may have under any be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other Credit Document compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or at law or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party's attorney in equityfact is a power coupled with an interest and is irrevocable until the Termination Date. Recourse Notwithstanding anything to the Collateral contrary contained in this Section 8.2, Agent shall not be required. All provisions required to obtain the consent of this Agreement are intended any Lender or Requisite Lenders (A) to be take any action to protect, preserve or take possession of any Collateral that is subject to all applicable mandatory provisions of law that may be controlling and an Exigent Circumstance or (B) any time after Western Alliance exercises any rights or remedies with respect to be limited, any Western Alliance Priority Collateral to the extent necessary, so that they do not render exercise any rights or remedies specified in this Agreement invalid Section 8.2 or unenforceable, in whole or in partotherwise.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence of any Event of Default, Lender may take Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments and declare any action necessary or all of the Obligations to collectbe immediately due and payable, receivewithout demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, assembleprovided that, upon the occurrence of any Event of Default specified in Section 8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the The appointment of Agent as each Loan Party’s attorney in fact is a receiver or keeper to take possession of any Collateral power coupled with an interest and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To is irrevocable until the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitledTermination Date. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default shall have occurred and be continuingDefault, Lender Agent may, without notice, take any one or more and at the written request of the following actions: Requisite Lenders shall, terminate the Term Loan Commitments (iif outstanding) require that and/or declare any or all Letter of Credit the Obligations to be fully cash collateralized immediately due and payable, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.5, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of DefaultDefault specified in Section 8.1(h) above, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskObligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at Lender’s requestthe written request of the Requisite Lenders shall, each Credit (a) notify any account debtor of any Loan Party further agrees or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.3. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which Lender any of the licensed items may have under any be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other Credit Document compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or at law or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in equity. Recourse to fact is a power coupled with an interest and is irrevocable until the Collateral shall not be required. All provisions date on which all of the Obligations (other than contingent indemnity obligations that survive termination of this Agreement and for which no claim has been asserted) are intended to be subject to indefeasibly paid in full in cash, all applicable mandatory provisions of law that may be controlling the Term Loan Commitments hereunder are terminated, and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partshall have been terminated (the “Termination Date”).

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, Borrower acknowledges that if any Event of Default shall have occurred occurs and be continuingis continuing after the expiration of any applicable cure period, Lender may, in addition to any and all rights and remedies it may have at law or in equity, without noticenotice to or demand upon any party to this Agreement and at its sole option, take terminate this Agreement and thereafter: a. Declare all amounts remaining unpaid under this Agreement and the Note, immediately due and payable and interest shall accrue on any one outstanding balance due Lender in accordance with this Agreement and the Note; b. Proceed by appropriate court action or more other proceeding, either at law or in equity to enforce performance by Borrower of any and all covenants of this Agreement or the Note; 44 PDS/PALM BEACH LOAN & SECURITY AGREEMENT c. Proceed by appropriate court action or other proceeding at law or in equity to enforce performance by Borrower of any and all covenants of this Agreement or the other Loan Documents, including foreclosure upon and sale of the following actions: Big Easy Vessel, the Princess Vessel or the Royal Star Vessel in accordance with the respective Mortgage, or any other remedy available pursuant to the respective Mortgages; d. Proceed immediately to exercise each and all of the powers, rights, remedies and privileges reserved or granted to Lender under this Agreement, the Note or any of the Loan Documents; e. Immediately seek equitable relief in a court of competent jurisdiction to enjoin a breach of this Agreement where said breach or threatened breach would cause irreparable harm to Lender; and/or f. Exercise any other rights or remedies provided or available to Lender at law or in equity. With respect to any exercise by Lender of its right to recover and/or dispose of the Vessels under this Agreement, Borrower acknowledges and agrees as follows: (i) require that all Letter Lender shall have no obligation, subject to the requirements of Credit Obligations be fully cash collateralized pursuant commercial reasonableness, to Schedule I; clean-up or otherwise prepare any Vessel for disposition, (ii) exercise Lender may comply with any rights applicable state, federal, international or maritime law requirements in connection with any disposition of any Vessel and remedies provided any actions taken in connection therewith shall not be deemed to have adversely affected the commercial reasonableness of any disposition of such Vessel, (iii) If Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality purchases any of the foregoingVessels at public or private sale, each Credit Party expressly agrees that upon Lender may pay for the occurrence same by crediting some or all of Borrower's obligations under this Agreement, the Note or the Mortgages. No waiver by Lender, its affiliates, successors or assigns, of any default, including, but not limited to, acceptance of late payment after the same is due, shall operate as a waiver of any other default or of the same default on a future occasion. In the Event of Default, Lender may take shall be entitled to recover all costs, expenses, losses, damages and legal costs (including reasonable attorneys' fees) reasonably incurred by Lender in connection with the enforcement of Lender's remedies. All rights and remedies of Lender are cumulative and are in addition to any action necessary to collectother remedies provided for at law or in equity, receiveincluding the Uniform Commercial Code, assembleif applicable, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public salemay, to the extent permitted by law, to purchase for the benefit of Lender the whole be exercised concurrently or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releasesseparately. Such sales may be adjourned or continued from time to time with or without notice. Lender A termination hereunder shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon the occurrence and during the continuance of an Event of Default and at Lender’s request, each Credit Party further agrees to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior occur only upon written notice by Lender to each Credit Party Borrower and no repossession or other act by Lender after default shall relieve Borrower from any of its obligations to Lender hereunder unless Lender so notifies Borrower in writing. In the time and place event of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which default by Borrower, Lender is entitled. (d) Lender’s rights and remedies under may, at its option, declare this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document terminated without further liability or at law or in equity. Recourse obligation to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partBorrower.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence and during the continuance of any Event of Default, Lender may take declare any action necessary or all of the Obligations to collectbe immediately due and payable, receivewithout demand or notice to any Loan Party, assembleand the accelerated Obligations shall bear interest at the Default Rate, processprovided that, appropriate and realize upon the Collateral, or occurrence of any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose Event of and deliver said Collateral (or contract to do soDefault specified in Section 8.1(g), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskthe Obligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Lender shall have all of the rights and remedies of a secured party under the UCC and under any other applicable Requirement of Law. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, (a) Lender shall, or (b) upon the acceleration of the Obligations pursuant to this Section 8.2, or upon receipt of written request of the Requisite Lenders to exercise remedies generally, Lender may, (w) notify any Account Debtor or any obligor on any instrument which constitutes part of the Collateral to make payments to Lender, (x) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.3. If requested by Lender’s request, each Credit Party further agrees to Loan Parties shall promptly assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able a place to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of be designated by Lender. Lender may, if it so elects, seek the appointment of a receiver may also render any or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in unusable at a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct Loan Party’s premises and may dispose of such PersonCollateral on such premises without liability for rent or costs. Each Credit Any notice that Lender is required to give to a Loan Party agrees that ten (10) days prior notice by Lender to each Credit Party under the UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Lender (and any of Lender’s Related Persons) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Lender’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts to and upon terms which Lender is entitled. determines to be reasonable; and (div) do such other and further acts and deeds in the name of such Loan Party that Lender may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Lender’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Lender to exercise rights and remedies under this Agreement Section 8.2 at such time as Lender shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies remedies, each Loan Party hereby grants to Lender, (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or otherwise occupied by such Loan Party. The appointment of Lender may have under any other Credit Document or at law or as each Loan Party’s attorney in equityfact is a power coupled with an interest and is irrevocable until the Termination Date. Recourse Notwithstanding anything to the Collateral contrary contained in this Section 8.2, Lender shall not be required. All provisions required to obtain the consent of this Agreement are intended any Lender to be take any action to protect, preserve or take possession of any Collateral that is subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partan Exigent Circumstance.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if If any Event of Default shall have has occurred and be is continuing, Lender Agent may, without notice, take any one or more and at the written request of the following actions: (i) require that Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all Letter of Credit the Obligations to be fully cash collateralized immediately due and payable, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.6, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default specified in Section 8.1(g) above, the Obligations shall be automatically accelerated. During the existence of an Event of Default, Lender may take Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any action necessary other applicable law. Without limiting the foregoing, during the existence of an Event of Default, Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to collectmake payments to Agent (for the benefit of itself and Lenders), receive, assemble, (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to a Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral. The appointment of Agent as each Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date. For avoidance of doubt, Lender shall have the right to completeif no Event of Default has occurred and is continuing, assemble, use Agent will not notify any account debtor of any Loan Party or operate any obligor on any instrument which constitutes part of the Collateral or to make payments to Agent. Agent agrees that any part thereof, exercise of its rights and remedies in the Collateral pursuant to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender this Section 8.2 shall have no obligation be made subject to any Credit Party to maintain or preserve the all rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in licensee or sublicensee under a license or sublicense that satisfies the possession provisions of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10Section 7.3(d) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to (a “Permitted License”), and no rights of a licensee or sublicensee under a Permitted License shall be subject to all applicable mandatory provisions terminated solely as a result of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partsuch exercise by Agent.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Corporate Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon the occurrence and during the continuance of an Event of Default and at LenderLxxxxx’s request, each Credit Party further agrees to assemble the Collateral and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of LenderLxxxxx’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against LenderLxxxxx, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender Lxxxxx to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitled. (d) LenderLxxxxx’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equityequity or as provided under any Obligation. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to the rights and remedies set forth in Section 12.1, if any Event of Default shall have occurred and be continuing, Lender may, without notice, take any one or more of the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies provided to Lender under the Credit Documents or at law or equity, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon Upon the occurrence of any Event of Default, Lender may take Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments and declare any action necessary or all of the Obligations to collectbe immediately due and payable, receivewithout demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, assembleprovided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above, the Obligations shall be automatically accelerated. After the occurrence of an Event of Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at the written request of the Requisite Lenders shall, (a) notify any account debtor of any Loan Party or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, appropriate enter any premises where the Collateral may be and realize upon take possession of and remove the CollateralCollateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, the Loan Parties shall promptly assemble the Collateral and deliver said make it available to Agent at a place to be designated by Agent. Agent may also render any or all of the Collateral (unusable at a Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or contract costs. Any notice that Agent is required to do so), give to any Loan Party under the UCC of the time and place of any public sale or the time after which any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption other intended disposition of any credit risk. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for is to be made shall be deemed to constitute reasonable notice if such time as Lender deems necessary or advisable. (c) Upon notice is given in accordance with this Agreement at least 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default and at Lender’s requestDefault, each Credit Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further agrees acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to assemble enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and make it available to Lender at places which Lender shall reasonably select, whether at its premises or elsewhere. Until Lender is able to effect a sale, lease, or other disposition Lenders) in any of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose of preserving such Collateral or its value or for any other purpose. Lender shall have no obligation to any Credit Party to maintain or preserve the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the The appointment of Agent as each Loan Party’s attorney in fact is a receiver or keeper to take possession of any Collateral power coupled with an interest and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To is irrevocable until the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party of the time and place of any public sale or of the time after which a private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all amounts to which Lender is entitledTermination Date. (d) Lender’s rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to the Collateral shall not be required. All provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited, to the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in part.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Default or Event of Default shall have occurred Default, Agent may, and be continuing, Lender mayat the written request of the Requisite Lenders shall, without notice, take any one suspend either or more both of the following actions: Revolving Loan facility with respect to additional Revolving Loans or the Term Loan facility with respect to additional Term Loans, whereupon any additional Revolving Loans or Term Loans shall be made or incurred in Agent’s sole discretion (ior in the sole discretion of the Requisite Lenders, if such suspension occurred at their direction). Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, (1) terminate the Commitments, (2) declare any or all of the Obligations to be immediately due and payable and (3) and require that all the Letter of Credit Obligations be fully cash collateralized in the manner set forth in Schedule D, without demand or notice to any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Schedule I; or (ii) exercise any rights and remedies Section 2.6, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of DefaultDefault specified in Section 8.1(g) above, Lender may take any action necessary to collect, receive, assemble, process, appropriate the Commitments shall be automatically terminated and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do so), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskObligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, and under any other applicable law. Without limiting the foregoing, Agent shall have the right to, and at Lender’s requestthe written request of the Required Lenders shall, each Credit Party further agrees (a) notify any account debtor with respect to any Account or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Lenders), (b) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (c) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (d) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all amounts be made shall be deemed to which Lender constitute reasonable notice if such notice is entitled. (d) Lender’s rights and remedies under given in accordance with this Agreement shall at least 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with account debtors, for amounts and upon terms which Agent determines to be cumulative reasonable; and nonexclusive (iv) do such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to [*] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. enforce its rights in or to any other rights and remedies which Lender may have under any other Credit Document or at law or in equity. Recourse to of the Collateral shall not be requiredor to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. All provisions The appointment of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling Agent as each Loan Party’s attorney in fact is a power coupled with an interest and to be limited, to is irrevocable until the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partTermination Date.

Lender Remedies. (a) In addition to Upon the rights occurrence and remedies set forth in Section 12.1, if during the continuance of any Event of Default Default, upon the written request of the Requisite Lenders, Agent shall have occurred (acting at the direction of the Requisite Lenders) declare any or all of the Obligations (including any Prepayment Premium Amount) to be immediately due and be continuing, Lender maypayable, without noticedemand or notice to any Loan Party, take and the accelerated Obligations (including any one or more of Prepayment Premium Amount) shall bear interest at the following actions: (i) require that all Letter of Credit Obligations be fully cash collateralized pursuant to Schedule I; or (ii) exercise any rights and remedies Default Rate, provided to Lender under the Credit Documents or at law or equitythat, including all remedies provided under the UCC. (b) Without limiting the generality of the foregoing, each Credit Party expressly agrees that upon the occurrence of any Event of Default, Lender may take any action necessary to collect, receive, assemble, process, appropriate and realize upon the Collateral, or any part thereof, or appoint a third party to do so and may forthwith sell, lease, assign, give an option or options to purchase or otherwise dispose of and deliver said Collateral (or contract to do soDefault specified in Section 8.1(g), or any part thereof, in one or more parcels at public or private sale or sales, at any exchange at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit riskthe Obligations shall be automatically accelerated. Lender shall have the right upon any such public sale, to the extent permitted by law, to purchase for the benefit of Lender the whole or any part of said Collateral so sold, free of any right of equity of redemption, which right each Credit Party hereby releases. Such sales may be adjourned or continued from time to time with or without notice. Lender shall have the right to conduct such sales on any Corporate Credit Party’s premises or elsewhere and shall have the right to use any Corporate Credit Party’s premises without rent or other charge for such sales or other action with respect to the Collateral for such time as Lender deems necessary or advisable. (c) Upon After the occurrence and during the continuance of an Event of Default Default, Agent shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC and under any other applicable Requirement of Law. Without limiting the foregoing, upon the occurrence and during the continuance of an Event of Default, (a) at Lender’s requestthe written request of the Requisite Lenders, each Credit Party further agrees Agent shall, or (b) upon the acceleration of the Obligations (including any Prepayment Premium Amount) pursuant to this Section 8.2, or upon receipt of written request of the Requisite Lenders to exercise remedies generally, Agent may, (w) notify any Account Debtor or any obligor on any instrument which constitutes part of the Collateral to make payments to Agent (for the benefit of itself and Secured Parties), (x) with or without legal process, enter any premises where the Collateral may be and take possession of and remove the Collateral from the premises or store it on the premises, (y) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such sale, or (z) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations (including any Prepayment Premium Amount) in accordance with Section 8.3. If requested by Agent, Loan Parties shall promptly assemble the Collateral and make it available to Lender Agent at places which Lender shall reasonably select, whether at its premises a place to be designated by Agent. Agent may also render any or elsewhere. Until Lender is able to effect a sale, lease, or other disposition all of the Collateral, Lender shall have the right to complete, assemble, use or operate the Collateral or any part thereof, to the extent that Lender deems appropriate, for the purpose unusable at a Loan Party’s premises and may dispose of preserving such Collateral on such premises without liability for rent or its value or for any other purposecosts. Lender shall have no obligation Any notice that Agent is required to any Credit give to a Loan Party to maintain or preserve under the rights of any Credit Party as against third parties with respect to any Collateral while such Collateral is in the possession of Lender. Lender may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of Lender’s remedies with respect thereto without prior notice or hearing. To the maximum extent permitted by applicable law, each Credit Party waives all claims, damages, and demands against Lender, its Affiliates, agents, and the officers and employees of any of them arising out of the repossession, retention or sale of any Collateral except such as are determined in a final judgment by a court of competent jurisdiction to have arisen solely out of the gross negligence or willful misconduct of such Person. Each Credit Party agrees that ten (10) days prior notice by Lender to each Credit Party UCC of the time and place of any public sale or of the time after which a any private sale may take place is reasonable notification of such matters. Each Credit Party shall remain liable for any deficiency if the proceeds of any sale or other intended disposition of the Collateral are insufficient is to pay all be made shall be deemed to constitute reasonable notice if such notice is given in accordance with this Agreement at least ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints Agent (and any of Agent’s Related Persons) as such Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse such Loan Party’s name on any checks or other forms of payment or security that may come into Agent’s possession; (iii) settle and adjust disputes and claims respecting the Accounts directly with Account Debtors, for amounts and upon terms which Agent determines to which Lender is entitled. be reasonable; and (div) Lenderdo such other and further acts and deeds in the name of such Loan Party that Agent may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. For the purpose of enabling Agent to exercise rights and remedies under this Agreement Section 8.2 at such time as Agent shall be cumulative and nonexclusive of any other lawfully entitled to exercise such rights and remedies remedies, each Loan Party hereby grants to Agent (on behalf of itself and Lenders), (A) an irrevocable, nonexclusive, worldwide license (exercisable without payment of royalty or other compensation to such Loan Party), to use or sublicense any Intellectual Property now owned or hereafter acquired by such Loan Party and including in such license access to all media in which Lender any of the licensed items may have under any be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (B) an irrevocable license (without payment of rent or other Credit Document compensation to such Loan Party) to use, operate and occupy all real property owned, operated, leased, subleased or at law or otherwise occupied by such Loan Party. The appointment of Agent as each Loan Party’s attorney in equityfact is a power coupled with an interest and is irrevocable until the Termination Date. Recourse Notwithstanding anything to the Collateral contrary contained in this Section 8.2, Agent shall not be required. All provisions required to obtain the consent of this Agreement are intended any Lender to be take any action to protect, preserve or take possession of any Collateral that is subject to an Exigent Circumstance. Without limiting the generality of the forgoing, solely upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby assigns to Agent all applicable mandatory provisions of law that Intellectual Property constituting the Collateral, including all rights therein and thereto (including (i) all income, royalties, damages, and payments due or payable at the Effective Date or thereafter, (ii) the right to xxx and recover for past infringements or misappropriations thereof, (iii) all copies and tangible embodiments thereof; (iv) all goodwill associated therewith, as applicable, and (v) any and all corresponding rights that, now or hereafter, may be controlling secured throughout the world). Furthermore, in the event of a foreclosure by Agent on any of the Collateral pursuant to a public or private sale or a sale under §363 of the Bankruptcy Code of the United States, Agent or any Lender may be the purchaser of any or all of such Collateral at any such sale and to Agent, as agent for and representative of itself and Lenders (but not any Lender or Lenders in its or their respective individual capacities unless Requisite Lenders shall otherwise agree in writing) shall be limitedentitled (at the direction of the Requisite Lenders), for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the extent necessary, so that they do not render this Agreement invalid or unenforceable, in whole or in partObligations as a credit on account of the purchase price for any Collateral payable by Agent at such sale.