Common use of Lender Remedies Clause in Contracts

Lender Remedies. Upon the occurrence of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided 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, 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, Borrower shall promptly assemble the Collateral and 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 costs. Any notice that Agent 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Agent (and any of Agent’s designated 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, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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. The appointment of Agent as Borrower’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at upon the written request of the Requisite Lenders shallLenders, Agent shall terminate the Commitments with respect to further Term Loans and or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party, and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6Rate, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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, UCC and under any other applicable lawRequirement of Law. Without limiting the foregoing, Agent shall have upon the right tooccurrence and during the continuance of an Event of Default, and (a) at the written request of the Requisite Lenders Lenders, Agent shall, or (ab) 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 of Borrower 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), (bx) 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, (cy) 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 (dz) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.48.3. If requested by Agent, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employeesRelated Persons) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 Accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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 Borrowereach 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 shall not be required to obtain the consent of any Lender to take any action to protect, preserve or take possession of any Collateral that is subject to an Exigent Circumstance.

Lender Remedies. Upon the occurrence of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(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 Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 five (5) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in attorney-in-fact under this Section 8.2 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 have been terminated (the “Termination Date”).

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at upon the written request of the Requisite Lenders shallLenders, Agent shall terminate the Commitments with respect to further Term Loans and or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party, and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6Rate, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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, UCC and under any other applicable lawRequirement of Law. Without limiting the foregoing, Agent shall have upon the right tooccurrence and during the continuance of an Event of Default, and (a) at the written request of the Requisite Lenders Lenders, Agent shall, or (ab) 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 of Borrower 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), (bx) 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, (cy) 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 (dz) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.48.3. If requested by Agent, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employeesRelated Persons) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 Accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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 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 Borrowereach 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 shall not be required to obtain the consent of any Lender to take any action to protect, preserve or take possession of any Collateral that is subject to an Exigent Circumstance.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(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 Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuance of any Default or Event of Default, Agent may, and at the written request of the Requisite Lenders shall, without notice, suspend either or both of the 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 (or 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 with respect to further Term Loans and Commitments, (2) declare any or all of the Obligations to be immediately due and payablepayable and (3) and require that the Letter of Credit Obligations be cash collateralized in the manner set forth in Schedule D, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Commitments shall be automatically terminated and the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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 Required Lenders shall, (a) notify any account debtor of Borrower 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 Accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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 of the Collateral or to perfect or better perfect Agent’s security interest (on behalf of itself and Lenders) in any of the Collateral. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon The provisions of this Section 5.5 are subject to the occurrence provisions of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of 2.3 hereof. If any Event of Default specified in Section 8.1(h) aboveunder either Credit Agreement shall occur and be continuing, the Obligations shall be automatically accelerated. After Security Agent may exercise, in addition to all other rights and remedies granted to it under this Agreement and each Credit Agreement and in any other instrument or agreement securing, evidencing or relating to the occurrence of an Event of DefaultLender Obligations, 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 lawUniform Commercial Code. Without limiting the generality of the foregoing, the Security Agent may without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon FSAM or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell (on a servicing released basis, at the Security Agent’s option), lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at public or private sale or sales, at any 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. The Security Agent shall have the right toupon any such public sale or sales, and at and, to the written request of extent permitted by law, upon any such private sale or sales, to purchase the Requisite Lenders shall, (a) notify any account debtor of Borrower whole or any obligor on any instrument which constitutes part of the Collateral to make payments to so sold, free of any right or equity of redemption in FSAM, which right or equity is hereby waived or released. The Security Agent (for may, on one or more occasions, postpone or adjourn any such sale by public announcement at the benefit time 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. The Security Agent shall give FSAM prior or concurrent notice of any such postponement or adjournment. FSAM further agrees, or (d) lease or otherwise dispose of all or part of at the CollateralSecurity Agent’s request, 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 make it available to the Security Agent at a place to be designated by Agent. places which the Security Agent may also render any or all of the Collateral unusable shall reasonably select, whether at BorrowerFSAM’s premises and may dispose of such Collateral on such premises without liability for rent or costselsewhere. Any notice that The Security Agent is required to give to Borrower under shall apply the UCC of the time and place net proceeds of any public sale such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the time after which any private sale care or other intended disposition safekeeping 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Agent (and any of Agent’s designated 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, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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 way relating to the Collateral or the rights of the CollateralSecurity 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. The appointment If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition. 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 the Lender Obligations and the fees and disbursements of any attorneys employed by the Security Agent as Borrower’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Dateto collect such deficiency.

Lender Remedies. Upon the occurrence and during the continuance of any Event of DefaultDefault (not otherwise waived in writing by Agent and Requisite Lenders or Lenders, as the case may be pursuant to Sections 10.8(b) or 10.8(c)), Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence and during the continuance of an Event of DefaultDefault (not otherwise waived in writing by Agent and Requisite Lenders or Lenders, as the case may be pursuant to Sections 10.8(b) or 10.8(c)), 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 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach 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 have been terminated (the “Termination Date”). Notwithstanding anything to the contrary contained in this Section 8.2, Agent (solely in its capacity as Agent) hereby agrees that, so long as Agent has not been requested or directed by the Requisite Lenders to exercise remedies under this Section 8.2, Agent will not exercise its discretionary right as Agent to exercise remedies under this Section 8.2 without the prior written consent of each Closing Date Lender (provided such Closing Date Lender shall not have assigned any of its Commitments or Loans under this Agreement to any Person (other than an assignment to any affiliate of such Closing Date Lender)), which consent shall not be unreasonably withheld; provided, however, that, (i) if Agent has not received a response from such Closing Date Lender regarding any such request for written consent made by Agent, but not later than the 5th Business Day following such request, such Closing Date Lender’s consent shall be deemed to have been granted and (ii) Agent shall not be required to obtain the consent of such Closing Date Lender in the event of any Exigent Circumstance (as defined below).

Lender Remedies. Upon the occurrence and during the continuance of any an Event of Default, Agent may, and at the written request (i) any obligation of the Requisite Lenders shallLender to make advances of the Loan shall terminate, terminate the Commitments with respect to further Term Loans and (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 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 accelerated outstanding Obligations shall bear interest at the Default Rate pursuant until paid in full. In addition to Section 2.6any other rights and remedies it may have at law or in equity, provided 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 Lender shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party following default under the UCC, UCC and under any other applicable law. Without limiting the foregoing, Agent Lender shall have the right to, and at the written request of the Requisite Lenders shall, to (ai) notify any account debtor of a Borrower or any obligor on any instrument which constitutes part of the Collateral to make payments payment directly to Agent (for the benefit of itself and Lenders)Lender, (bii) 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, (ciii) sell the Collateral at public or private sale, in whole or in part, and have the right to bid and purchase at such said sale, or (div) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.4such order as Lender may elect. If requested by AgentLender, Borrower Borrowers shall promptly assemble the Collateral and make it available to Agent Lender at a place to be designated by AgentLender which is reasonably convenient to the parties. Agent Lender may also render any or all of the Collateral unusable at Borrower’s the Borrowers’ premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent Lender is required to give to Borrower Borrowers 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 to the last known address of Borrowers at least 10 five (5) days prior to such action. Effective only upon the occurrence All rights and during the continuance remedies provided to Lender herein or at law or in equity are cumulative, and none of an Event of Default, Borrower hereby irrevocably appoints Agent (and any of Agent’s designated officers such rights 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, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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. The appointment of Agent as Borrower’s attorney in fact remedies is a power coupled with an interest and is irrevocable until the Termination Dateexclusive.

Lender Remedies. Upon the occurrence of any Event of Default, Agent mayshall, and at the written request of the Requisite Lenders shallLenders, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Commitments shall be automatically terminated and the Obligations shall be automatically accelerated. After 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 Requisite Required Lenders shall, (a) notify any account debtor of Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’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, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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. The appointment of Agent as Borrower’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.;

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Term Loan Commitments with respect to further Term Loans and (if outstanding) and/or declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.62.5, provided 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 and during the continuance 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 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, 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 8.48.3. If requested by Agent, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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 Borrowereach 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 (other than contingent indemnity obligations that survive termination of this Agreement and for which no claim has been asserted) are indefeasibly paid in full in cash, all of the Term Loan Commitments hereunder are terminated, and this Agreement shall have been terminated (the “Termination Date”).

Lender Remedies. Upon the occurrence of any Event of Default, Agent mayLender, and at the written request of the Requisite Lenders shallits option, terminate the Commitments with respect to further Term Loans and may declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6; provided, provided that, 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 Lender 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, and Lender shall have the right to terminate its commitments hereunder. Without limiting the foregoing, Agent Lender shall have the right to, and at the written request of the Requisite Lenders shall, to (a) notify any account debtor of Borrower or any obligor on any instrument which constitutes part of the Collateral to make payments payment to Agent (for the benefit of itself and Lenders)Lender, (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 [ * ] = 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 8.48.3. If requested by AgentLender, Borrower shall promptly assemble the Collateral and make it available to Agent Lender at a place to be designated by AgentLender. Agent 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 Agent 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Agent Lender (and any of AgentLender’s designated 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 AgentLender’s possession; (iii) settle and adjust disputes and claims respecting the accounts directly with account debtors, for amounts and upon terms which Agent Lender determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower that Agent Lender may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect AgentLender’s security interest (on behalf of itself and Lenders) in any of the Collateral. The appointment of Agent Lender as Borrower’s attorney in fact is a power coupled with an interest and is irrevocable until all of the Termination DateObligations are indefeasibly paid in full. Borrower hereby grants to Lender and any transferee of Collateral, for purposes of exercising its remedies as provided herein, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to Borrower) to use, license or sublicense any intellectual property now owned or hereafter acquired by Borrower related to the Collateral, and wherever the same may be located, 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.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at upon the written request of the Requisite Lenders shallLenders, Agent shall terminate the Commitments with respect to further Term Loans and or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party, and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6Rate, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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, UCC and under any other applicable lawRequirements of Law. Without limiting the foregoing, Agent shall have upon the right tooccurrence and during the continuance of an Event of Default, and (a) at the written request of the Requisite Lenders Lenders, Agent shall, or (ab) 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 of Borrower 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), (bx) 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, (cy) 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 (dz) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.48.3. If requested by Agent, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employeesRelated Persons) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 Accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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 Borrowereach 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 shall not be required to obtain the consent of any Lender to take any action to protect, preserve or take possession of any Collateral that is subject to an Exigent Circumstance.

Lender Remedies. Upon the occurrence and during the continuation of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence and during the continuation of any Event of Default specified in Section 8.1(h8.1(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 Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach 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 have been terminated (the “Termination Date”).

Lender Remedies. Upon Subject to Section 8.3, upon the occurrence and during the continuance of any Event of Default, Agent may, and at upon the written request of the Requisite Lenders shallLenders, Agent shall terminate the Commitments with respect to further Term Loans and or suspend any Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party, and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6Rate, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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, UCC and under any other applicable lawRequirements of Law. Without limiting the foregoing, Agent shall have upon the right tooccurrence and during the continuance of an Event of Default, and (a) at the written request of the Requisite Lenders Lenders, Agent shall, or (ab) 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 of Borrower 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, (bx) 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, (cy) 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 (dz) 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 Loan Parties shall promptly assemble the Collateral and 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 a Loan Party's premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees's Related Persons) as Borrower’s such Loan Party's true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrower’s such Loan Party's name on any checks or other forms of payment or security that may come into Agent’s 's possession; (iii) settle and adjust disputes and claims respecting the accounts Accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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 '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 Borrower’s 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 shall not be required to obtain the consent of any Lender or Requisite Lenders (A) to take any action to protect, preserve or take possession of any Collateral that is subject to an Exigent Circumstance or (B) any time after Western Alliance exercises any rights or remedies with respect to any Western Alliance Priority Collateral to exercise any rights or remedies specified in this Section 8.2 or otherwise.

Lender Remedies. Upon the occurrence of any Event of Default, Agent may, and at the written request of the Requisite Lenders shallLenders, Agent shall (1) terminate the Commitments with respect to further Term Loans and (2) declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.62.5, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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 (a) at the written request of the Requisite Lenders Lenders, the Agent shall, or (ab) 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 Borrower 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), (bx) 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, (cy) 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 (dz) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.48.3. If requested by Agent, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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 Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.62.5, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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 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, 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 8.48.3. If requested by Agent, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 five (5) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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 Borrowereach 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 have been terminated (the “Termination Date”).

Lender Remedies. Upon the occurrence of any Event of Default, Agent mayshall, and at the written request of the Requisite Lenders shallLenders, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(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 Borrower 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, enter any premises where the Collateral may be and 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 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, (cy) 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 and (dz) 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach 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, upon the occurrence of any Event of Default, Agent shall have the right to exercise 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, “Exigent Circumstance” means any event or circumstance that, in the reasonable judgment of Agent, imminently threatens the ability of Agent to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of any Loan Party after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or which, in the reasonable judgment of Agent, could result in a material diminution in value of the Collateral.

Lender Remedies. Upon the occurrence and during the continuance of any Default or Event of Default, Agent may, and at the written request of the Requisite Lenders shall, without notice, suspend the Revolving Loan facility with respect to additional Revolving Loans, whereupon any additional Revolving Loans shall be made or incurred in Agent’s sole discretion (or 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 with respect to further Term Loans and Commitments, (2) declare any or all of the Obligations to be immediately due and payablepayable and (3) and require that the Letter of Credit Obligations be cash collateralized in the manner set forth in Schedule D, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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 Required Lenders shall, (a) notify any account debtor of Borrower 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 Accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuance of any Default or Event of Default, Agent may, and at the written request of the Requisite Lenders shall, without notice, suspend either or both of the 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 (or 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 with respect to further Term Loans and Commitments, (2) declare any or all of the Obligations to be immediately due and payablepayable and (3) and require that the Letter of Credit Obligations be cash collateralized in the manner set forth in Schedule D, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Commitments shall be automatically terminated and the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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 Required Lenders shall, (a) notify any account debtor of Borrower 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 Accounts directly with account debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuation of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence and during the continuation of any Event of Default specified in Section 8.1(h8.1(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 Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower such Loan Party that Agent may deem necessary or desirable to 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 Lenders) in any of the Collateral. The appointment of Agent as Borrowereach 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 have been terminated (the “Termination Date”).

Lender Remedies. Upon the occurrence of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(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 Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at upon the written request of the Requisite Lenders shallLenders, Agent shall terminate the Commitments with respect to further or suspend any Term Loans and Loan Commitment (if outstanding) and/or declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party, and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6Rate, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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, UCC and under any other applicable lawRequirement of Law. Without limiting the foregoing, Agent shall have upon the right tooccurrence and during the continuance of an Event of Default, and at the written request of the Requisite Lenders shallLenders, Agent shall (aw) notify any account debtor of Borrower 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), (bx) 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, (cy) 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 (dz) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.48.3. If requested by AgentUpon the occurrence and during the continuance of an Event of Default at the 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, Borrower the Loan Parties shall promptly assemble the Collateral and make it available to Agent at a place to be designated by Agent. Agent may (at the written direction of the Requisite Lenders) also render any or all of the Collateral unusable at Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employeesRelated Persons) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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 Borrowereach 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 Collateral that is subject to an Exigent Circumstance (but such actions during any Exigent Circumstance shall not include any foreclosure or sale of Collateral); the foregoing is an agreement solely among Agent and the Lenders, and no Loan Party is a beneficiary thereof.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at upon the written request of the Requisite Lenders shallLenders, terminate Agent shall (acting at the Commitments with respect to further Term Loans and direction of the Requisite Lenders) declare any or all of the Obligations (including any Prepayment Premium Amount) to be immediately due and payable, without demand or notice to Borrower any Loan Party, and the accelerated Obligations (including any Prepayment Premium Amount) shall bear interest at the Default Rate pursuant to Section 2.6Rate, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance 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, UCC and under any other applicable lawRequirement of Law. Without limiting the foregoing, Agent shall have upon the right tooccurrence and during the continuance of an Event of Default, and (a) at the written request of the Requisite Lenders Lenders, Agent shall, or (ab) 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 of Borrower 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 LendersSecured Parties), (bx) 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, (cy) 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 (dz) 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 8.48.3. If requested by Agent, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employeesRelated Persons) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 Accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Agent determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower 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 Borrowereach 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 shall not be required to obtain the consent of any Lender to 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 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 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 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 entitled (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 Obligations as a credit on account of the purchase price for any Collateral payable by Agent at such sale.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(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 Required Lenders shall, (a) notify any account debtor of Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and Lender may declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party, and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6Rate, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h) above8.1(g), the Obligations shall be automatically accelerated. After the occurrence and during the continuance of an Event of Default, Agent Lender shall have (on behalf of itself and Lenders) all of the rights and remedies of a secured party under the UCC, UCC and under any other applicable lawRequirement of Law. Without limiting the foregoing, Agent shall have upon the right tooccurrence and during the continuance of an Event of Default, and at (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 shallto exercise remedies generally, Lender may, (aw) notify any account debtor of Borrower 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)Lender, (bx) 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, (cy) 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 (dz) lease or otherwise dispose of all or part of the Collateral, applying proceeds from such disposition to the Obligations in accordance with Section 8.48.3. If requested by AgentLender, Borrower Loan Parties shall promptly assemble the Collateral and make it available to Agent Lender at a place to be designated by AgentLender. Agent Lender may also render any or all of the Collateral unusable at Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent Lender is required to give to Borrower a Loan Party 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 10 ten (10) days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent Lender (and any of AgentLender’s designated officers or employeesRelated Persons) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch Loan Party’s name on any checks or other forms of payment or security that may come into AgentLender’s possession; (iii) settle and adjust disputes and claims respecting the accounts Accounts directly with account debtorsAccount Debtors, for amounts and upon terms which Agent Lender determines to be reasonable; and (iv) do such other and further acts and deeds in the name of Borrower such Loan Party that Agent Lender may deem necessary or desirable to enforce its rights in or to any of the Collateral or to perfect or better perfect AgentLender’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 Section 8.2 at such time as Lender shall be lawfully entitled to exercise such rights and 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 Agent Lender as Borrowereach 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, Lender shall not be required to obtain the consent of any Lender to take any action to protect, preserve or take possession of any Collateral that is subject to an Exigent Circumstance.

Lender Remedies. Upon the occurrence of If any Event of DefaultDefault has occurred and is continuing, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(g) above, the Obligations shall be automatically accelerated. After During the occurrence existence 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, 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 Borrower 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, 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date. For avoidance of doubt, if no Event of Default has occurred and is continuing, Agent will not 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. Agent agrees that any exercise of its rights and remedies in the Collateral pursuant to this Section 8.2 shall be made subject to all rights of any licensee or sublicensee under a license or sublicense that satisfies the provisions of Section 7.3(d) of this Agreement (a “Permitted License”), and no rights of a licensee or sublicensee under a Permitted License shall be terminated solely as a result of such exercise by Agent.

Lender Remedies. Upon the occurrence of any Event of Default, Agent may, and at the written request of the Requisite Lenders shall, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided 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 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, 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, Borrower the Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower any Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach Loan Party’s attorney in fact is a power coupled with an interest and is irrevocable until the Termination Date.

Lender Remedies. Upon the occurrence and during the continuance of any Event of Default, Agent mayshall, and at the written request of the Requisite Lenders shallLenders, terminate the Commitments with respect to further Term Loans and declare any or all of the Obligations to be immediately due and payable, without demand or notice to Borrower any Loan Party and the accelerated Obligations shall bear interest at the Default Rate pursuant to Section 2.6, provided that, upon the occurrence of any Event of Default specified in Section 8.1(h8.1(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; 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. 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 Borrower 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, enter any premises where the Collateral may be and inspect the Collateral; and (2) Agent shall, at the written request of the Requisite Lenders, (x) 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, 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, (cy) 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 and (dz) 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, Borrower Loan Parties shall promptly assemble the Collateral and 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 Borrowera Loan Party’s premises and may dispose of such Collateral on such premises without liability for rent or costs. Any notice that Agent is required to give to Borrower a Loan Party 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 10 5 days prior to such action. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower each Loan Party hereby irrevocably appoints Agent (and any of Agent’s designated officers or employees) as Borrowersuch Loan Party’s true and lawful attorney to: (i) take any of the actions specified above in this paragraph; (ii) endorse Borrowersuch 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 acts and deeds in the name of Borrower 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. The appointment of Agent as Borrowereach 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, upon the occurrence and during the continuance of any Event of Default, Agent shall have the right to exercise 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, “Exigent Circumstance” means any event or circumstance that, in the reasonable judgment of Agent, imminently threatens the ability of Agent to realize upon all or any material portion of the Collateral, such as, without limitation, fraudulent removal, concealment, or abscondment thereof, destruction or material waste thereof, or failure of any Loan Party after reasonable demand to maintain or reinstate adequate casualty insurance coverage, or which, in the reasonable judgment of Agent, could result in a material diminution in value of the Collateral.