Common use of Rights and Remedies Generally Clause in Contracts

Rights and Remedies Generally. While an Event of Default exists, Administrative Agent may (or, upon the request of the Required Lenders, shall), without notice or demand, do any or all of the following: (i) declare all Obligations (including the applicable Prepayment Fee) immediately due and payable (but if an Event of Default described in Section 8.01(f) occurs, all Obligations (including any applicable Prepayment Fee) shall immediately be due and payable without any action by Administrative Agent or any Lender); (ii) stop advancing money or extending credit for Borrowers’ benefit under this Agreement or under any other agreement among Borrowers and Administrative Agent or any Lender; (iii) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on terms and in any order that Administrative Agent considers advisable, notify any Person owing money to any Loan Party that is a party hereto, of Administrative Agent’s Lien on such funds, and verify the amount of such account. Each Loan Party that is a party hereto shall collect all payments in trust for Administrative Agent for the benefit of Lenders and, if requested by Administrative Agent, immediately deliver the payments to Lenders in the form received from the Account Debtor, with proper endorsement for deposit; (iv) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral. Each Loan Party that is a party hereto shall assemble the Collateral if Administrative Agent so requests and make it available as Administrative Agent so designates. Administrative Agent or any Lender may enter the premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to Administrative Agent’s Lien thereon and pay all expenses incurred. Each Loan Party that is a party hereto grants Administrative Agent for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of Administrative Agent’s or any other Lending Party’s rights or remedies; (v) apply to the Obligations any (A) balances and deposits of any Loan Party that is a party hereto that it holds, or (B) amount held by Administrative Agent or Lenders owing to or for the credit or the account of any Loan Party that is a party hereto; (vi) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Administrative Agent is hereby granted a non-exclusive, royalty-free license or other right to use without charge, Loan Parties’ or any of their Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, other Intellectual Property, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Administrative Agent’s exercise of its rights under this Section, Loan Parties’ and each of their Subsidiaries’ rights under all licenses and all franchise agreements inure to Administrative Agent for benefit of Lenders; (vii) place a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; (viii) demand and receive possession of the Books and Records of each Loan Party; and (ix) exercise all default rights and remedies available to Lending Parties under the Loan Documents or at law or equity, including all default remedies provided under the Uniform Commercial Code (including disposal of the collateral (including all Collateral) pursuant to the terms thereof).

Rights and Remedies Generally. While Upon the occurrence of an Event ----------------------------- of Default under this Agreement and notice thereof by Agent to Borrower, except as hereinafter provided, Agent may, with the consent of the Majority Lenders or under Section 17(c) hereof, and shall at the direction of the Majority Lenders, ------------- at its sole election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: (a) Declare all Obligations, whether evidenced by this Agreement, by Notes, or otherwise, immediately due and payable; provided, that all Obligations shall be immediately due and payable without notice or demand upon an Event of Default exists, Administrative Agent may (or, upon the request of the Required Lenders, shall), without notice or demand, do any or all of the following:under Section 12.7; ------------ (ib) declare all Obligations (including the applicable Prepayment Fee) immediately due and payable (but if an Event of Default described in Section 8.01(f) occurs, all Obligations (including any applicable Prepayment Fee) shall immediately be due and payable without any action by Administrative Agent or any Lender); (ii) stop Cease advancing money or extending credit for Borrowers’ benefit under this Agreement to or under any other agreement among Borrowers and Administrative Agent or any Lender; (iii) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on terms and in any order that Administrative Agent considers advisable, notify any Person owing money to any Loan Party that is a party hereto, of Administrative Agent’s Lien on such funds, and verify the amount of such account. Each Loan Party that is a party hereto shall collect all payments in trust for Administrative Agent for the benefit of Borrower under this Agreement, or any other agreement between Borrower and Agent or Lenders; provided that Lenders and, if requested by Administrative Agent, shall cease advancing money or extending credit immediately deliver the payments without notice upon an Event of Default under Section 12.7; ------------ (c) Terminate this Agreement as to any future liability or obligation of Agent or Lenders but without affecting Agent or Lender's rights and Lien in the form received from Collateral and without affecting the Account Debtor, with proper endorsement for depositObligations owing by Borrower to Agent or Lenders; (ivd) Without notice to or demand upon Borrower, make any such payments and do any such acts it as Agent considers necessary or reasonable to protect the Collateral and/or its Lien upon in the Collateral. Each Loan Party that is a party hereto shall Borrower agrees to assemble the Collateral if Administrative Agent so requests requires, and to make it available as Administrative Agent so designates. Administrative Agent or any Lender may enter the premises where the Collateral is located, available to Agent as Agent may designate. Borrower authorizes Agent to take and maintain possession of control the Collateral, or any part of the Collateralit, and to pay, purchase, contest, contest or compromise any Lien which in the opinion of Agent appears to be prior or superior to Administrative Agent’s its Lien thereon and to pay all expenses incurred. Each Loan Party that is a party hereto grants Administrative Agent for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of Administrative Agent’s or any other Lending Party’s rights or remediesincurred in connection therewith; (ve) apply to the Obligations any (A) balances and deposits of any Loan Party that is a party hereto that it holds, or (B) amount held by Administrative Agent or Lenders owing to or for the credit or the account of any Loan Party that is a party hereto; (vi) ship, reclaim, recover, store, finish, maintain, repairRecover, prepare for sale, advertise for sale and sell (in the manner provided for herein) the Collateral; (f) Sell some or all of the Collateral at either public or private sales, or both, by way of one or more contracts or transactions, for cash or on terms, in such manner and at such places (including the premises of Borrower or its Subsidiaries) as is commercially reasonable in the opinion of Agent. It is not necessary that the Collateral be present at any such sale; (g) Give notice of the disposition of the Collateral as follows: (i) Agent shall give Borrower and each holder of a Lien in the Collateral who is entitled to notice under the Code, a notice in writing of the time and place of public sale, and sell or, if the sale is a private sale or some other disposition other than a public sale is to be made of the Collateral, the time on or after which the private sale or other disposition is to be made; (ii) The notice to Borrower shall be personally delivered or mailed, postage prepaid, as provided in Section 16, at least ten (10) ---------- calendar days before the date fixed for the sale, or at least ten (10) calendar days before the date on or after which the private sale or other disposition is to be made, unless the Collateral is perishable or threatens to decline speedily in value. Administrative Notice to Persons other than Borrower or its Subsidiaries claiming an interest in the Collateral shall be sent as required under the Code; and (iii) If the sale is to be a public sale, Agent shall also give notice of the time and place by publishing a notice one time at least ten (10) calendar days before the date of the sale in a newspaper of general circulation in the county in which the sale is to be held; Agent may bid in any way permitted by applicable law and purchase at any public sale; Agent is hereby granted a non-exclusive, royalty-free exclusive license or other right to use use, without charge, Loan Parties’ or any of their Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secretslogo, trade names, trademarks, service marks, customer lists and advertising matter, other Intellectual Property, or any property of a similar property nature, as it pertains to the Collateral, in completing production of, advertising for sale, sale and selling any Collateral and, in connection with Administrative Agent’s exercise and rights of Borrower and its rights under this Section, Loan Parties’ and each of their Subsidiaries’ rights Subsidiaries under all licenses and all franchise agreements shall inure to Administrative Agent for benefit of Agent's benefit. Borrower shall pay all Out-of-Pocket Fees and Costs incurred in connection with Agent's or any Lenders; (vii) place a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control ' enforcement and exercise of any Collateral; (viii) demand and receive possession of the Books and Records of each Loan Party; and (ix) exercise all default their rights and remedies available to Lending Parties under the Loan Documents as herein provided, whether or at law or equity, including all default remedies provided under the Uniform Commercial Code (including disposal not suit is commenced by Agent. Any deficiency which exists after disposition of the collateral (including all Collateral) pursuant Collateral as provided above will be paid immediately by Borrower. Any excess will be returned, without interest and subject to the terms thereof)rights of third parties, to Borrower by Agent.

Rights and Remedies Generally. While Upon the occurrence and during the continuation of an Event of Default existsDefault, the Administrative Agent may (orand, upon at the request instruction of the applicable Required Lenders, shall), in each case except as otherwise provided in clauses (i) and (ii) below, in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, without notice or demand, do any one or all more of the following: (i) Administrative Agent may, and at the instruction of the Required Revolver Lenders, Administrative Agent shall terminate the Revolver Commitments, or adjust the Revolver Borrowing Base (but if an Event of Default described in Section 8.01(g) occurs, all Revolver Commitments shall immediately be terminated without any action by Administrative Agent or any Revolver Lender), and Administrative Agent may, and at the instruction of the Required Term Loan Lenders, Administrative Agent shall adjust the Term Loan Borrowing Base; (ii) (A) Administrative Agent may, and at the instruction of the Required Term Loan Lenders, Administrative Agent shall declare all Term Loan Obligations (including the applicable Prepayment FeeMake-Whole Amount) immediately due and payable (but if an Event of Default described in Section 8.01(f8.01(g) occurs, all Term Loan Obligations (including any the applicable Prepayment FeeMake-Whole Amount) outstanding shall immediately be due and payable without any action by Administrative Agent or any Term Loan Lender) and (B) Administrative Agent may, and at the instruction of the Required Revolver Lenders, Administrative Agent shall declare all Revolver Obligations (including the applicable Make-Whole Amount) immediately due and payable (but if an Event of Default described in Section 8.01(g) occurs, all Revolver Obligations (including the applicable Make-Whole Amount) outstanding shall immediately be due and payable without any action by Administrative Agent or any Revolver Lender); (iiiii) stop advancing money or extending credit for Borrowers’ a Borrower's benefit under this Agreement or under any other agreement among Borrowers between any Loan Party and Administrative Agent or any Revolver Lender; (iiiiv) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on terms and in any order that Administrative either Agent considers advisable, notify any Person owing money to any Loan Party that is a party hereto, money of Administrative either Agent’s 's Lien on such funds, and verify the amount of such account. Each Loan Party that is a party hereto shall collect all payments in trust for Administrative Agent for the benefit of the Lenders and, if requested by Administrative either Agent, immediately deliver the payments to the Lenders in the form received from the Account Debtor, with proper endorsement for deposit; (ivv) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral. Each Loan Party that is a party hereto shall assemble the Collateral if Administrative either Agent so requests and make it available as Administrative such Agent so designates. Administrative Any Agent or any Lender may enter the premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to Administrative such Agent’s 's Lien thereon and pay all expenses incurred. Each Loan Party that is a party hereto grants Administrative Agent the Agents for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of Administrative Agent’s Agents' or any other Lending Party’s 's rights or remedies; (vvi) (A) apply to the Term Loan Obligations any (Ax) balances and deposits of any Loan Party that is a party hereto that it holds, or (By) any amount held by Administrative either Agent or Lenders any Lender owing to or for the credit or the account of any Loan Party that is a party hereto; and (viB) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Administrative Agent is hereby granted a non-exclusive, royalty-free license or other right to use without charge, Loan Parties’ or any of their Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, other Intellectual Property, or any similar property as it pertains apply to the Collateral, in completing production of, advertising for sale, and selling Revolver Obligations any Collateral and, in connection with Administrative Agent’s exercise of its rights under this Section, Loan Parties’ and each of their Subsidiaries’ rights under all licenses and all franchise agreements inure to Administrative Agent for benefit of Lenders; (vii) place a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; (viii) demand and receive possession of the Books and Records of each Loan Party; and (ix) exercise all default rights and remedies available to Lending Parties under the Loan Documents or at law or equity, including all default remedies provided under the Uniform Commercial Code (including disposal of the collateral (including all Collateral) pursuant to the terms thereof).​

Rights and Remedies Generally. While an Event of Default exists, Administrative Agent Agents may (or, upon the request of the Required Lenders, shall), without notice or demand, do any or all of the following: (i) terminate all Commitments and declare all Obligations (including the any applicable Prepayment FeePremium and Make-Whole Amount) immediately due and payable (but if an Event of Default described in Section 8.01(f) occurs, all Commitments shall terminate and all Obligations (including any applicable Prepayment Fee) outstanding shall immediately be due and payable without any action by Administrative any Agent or any Lender); (ii) stop advancing money or extending credit for Borrowers’ Xxxxxxxx's benefit under this Agreement or under any other agreement among Borrowers between Borrower and Administrative any Agent or any Lender; (iii) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on terms and in any order that Administrative Agent considers advisable, notify any Person owing money to any Loan Party that is a party hereto, money of Administrative Collateral Agent’s 's Lien on such funds, and verify the amount of such account. Each Loan Party that is a party hereto shall collect all payments in trust for Administrative the applicable Agent for the benefit of Lenders and, if requested by Administrative Agent, immediately deliver the payments to Lenders in the form received from the Account Debtor, with proper endorsement for deposit; (iv) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral. Each Collateral or require the Loan Parties (and each Loan Party that is a party hereto shall hereby agrees) to assemble the Collateral if Administrative Agent so requests and make it available as Administrative Agent so designates. Administrative Any Agent or any Lender may enter the premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to Administrative Collateral Agent’s 's Lien thereon and pay all expenses incurred. Each Loan Party that is a party hereto grants Administrative Agent Agents for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of Administrative any Agent’s 's or any other Lending Party’s 's rights or remedies; (v) apply to the Obligations any (A) balances and deposits of any Loan Party that is a party hereto that it holds, or (B) any amount held by Administrative any Agent or Lenders owing to or for the credit or the account of any Loan Party that is a party heretoParty; (vi) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Administrative , and each Agent is hereby granted a non-exclusive, royalty-free license or other right to use without charge, Loan Parties’ Borrowers', Borrowers' Subsidiaries', or any of their Subsidiaries’ Parent's labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, other Intellectual Property, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Administrative Agent’s Agents' exercise of its their rights under this SectionSection 8.02(a), each Loan Parties’ Party's and each of their Borrowers' Subsidiaries’ ' rights under all licenses and all franchise agreements inure to Administrative Agent Agents for benefit of Lenders; (vii) place a “"hold” " on any account maintained with Administrative either Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; (viii) demand and receive possession of the Books and Records of each Loan Party; and (ix) exercise all default rights and remedies available to Lending Parties under the Loan Documents or at law or equity, including all default remedies provided under the Uniform Commercial Code and the PPSA, as applicable (including disposal of the collateral (including all Collateral) pursuant to the terms thereof). Notwithstanding the foregoing, Agents shall not exercise any rights or remedies in respect of the Equity Interests of International Holdings other than in connection with a breach of Section 6.23.

Rights and Remedies Generally. While an Event of Default exists, Administrative Agent may (or, upon the request of the Required Lenders, shall), without notice or demand, do any or all of the following: (i) declare all Obligations (including the applicable Prepayment FeeMake-Whole Amount) immediately due and payable (but if an Event of Default described in Section 8.01(f) occurs, all Obligations (including any applicable Prepayment FeeMake-Whole Amount) shall immediately be due and payable without any action by Administrative Agent or any Lender); (ii) stop advancing money or extending credit for Borrowers’ Borrower’s benefit under this Agreement or under any other agreement among Borrowers between Borrower and Administrative Agent or any Lender; (iii) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on terms and in any order that Administrative Agent considers advisable, notify any Person owing money to any Loan Party that is a party hereto, hereto money of Administrative Agent’s Lien on such funds, and verify the amount of such account. Each Loan Party that is a party hereto shall collect all payments in trust for Administrative Agent for the benefit of Lenders and, if requested by Administrative Agent, immediately deliver the payments to Lenders in the form received from the Account Debtor, with proper endorsement for deposit; (iv) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral. Each Loan Party that is a party hereto shall assemble the Collateral if Administrative Agent so requests and make it available as Administrative Agent so designates. Administrative Agent or any Lender may enter the premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to Administrative Agent’s Lien thereon and pay all expenses incurred. Each Loan Party that is a party hereto grants Administrative Agent for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of Administrative Agent’s or any other Lending Party’s rights or remedies; (v) apply to the Obligations any (A) balances and deposits of any Loan Party that is a party hereto that it holds, or (B) any amount held by Administrative Agent or Lenders owing to or for the credit or the account of any Loan Party that is a party hereto; (vi) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Administrative Agent is hereby granted a non-exclusive, royalty-free license or other right to use without charge, Loan Parties’ Borrower’s or any of their its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, other Intellectual Property, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Administrative Agent’s exercise of its rights under this Section, Loan Parties’ Borrower’s and each of their its Subsidiaries’ rights under all licenses and all franchise agreements inure to Administrative Agent for benefit of Lenders; (vii) place a “hold” on any account maintained with Administrative Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; (viii) demand and receive possession of the Books and Records of each Loan Party; and (ix) exercise all default rights and remedies available to Lending Parties under the Loan Documents or at law or equity, including all default remedies provided under the Uniform Commercial Code (including disposal of the collateral (including all Collateral) pursuant to the terms thereof).

Rights and Remedies Generally. While Upon the occurrence and during the continuation of an Event of Default existsDefault, Administrative Agent may (orand, upon at the request instruction of the Required Lenders, shall), except as otherwise provided in clauses (i) and (ii) below, in addition to any other rights or remedies provided for hereunder or under any other Loan Document or by applicable law, without notice or demand, do any one or all more of the following: (i) Administrative Agent may, and at the instruction of the Required Lenders, Administrative Agent shall terminate the Revolver Commitments, or adjust the Revolver Borrowing Base (but if an Event of Default described in Section 8.01(f) occurs, all Revolver Commitments shall immediately be terminated without any action by Administrative Agent or any Revolver Lender); (ii) Administrative Agent may, and at the instruction of the Required Lenders, Administrative Agent shall declare all Obligations (including the applicable Prepayment FeeMake-Whole Amount) immediately due and payable (but if an Event of Default described in Section 8.01(f) occurs, all Obligations (including any the applicable Prepayment FeeMake-Whole Amount) outstanding shall immediately be due and payable without any action by Administrative Agent or any Lender); (iiiii) stop advancing money or extending credit for Borrowers’ a Borrower’s benefit under this Agreement or under any other agreement among Borrowers between any Loan Party and Administrative Agent or any Revolver Lender; (iiiiv) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on terms and in any order that Administrative Collateral Agent considers advisable, notify any Person owing money to any Loan Party that is a party hereto, money of Administrative Collateral Agent’s Lien on such funds, and verify the amount of such account. Each Loan Party that is a party hereto shall collect all payments in trust for Administrative Agent for the benefit of Lenders the Lending Parties and, if requested by Administrative Agent, immediately deliver the payments to Lenders the Lending Parties in the form received from the Account Debtor, with proper endorsement for deposit; (ivv) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral. Each Loan Party that is a party hereto shall assemble the Collateral if Administrative either Agent so requests and make it available as Administrative such Agent so designates. Administrative Any Agent or any Lender may enter the premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to Administrative Collateral Agent’s Lien thereon and pay all expenses incurred. Each Loan Party that is a party hereto grants Administrative Agent the Agents for the benefit of Lenders a license to enter and occupy any of its premises, without charge, to exercise any of Administrative Agent’s Agents’ or any other Lending Party’s rights or remedies; (vvi) apply to the Obligations any (Ai) balances and deposits of any Loan Party that is a party hereto that it holds, or (Bii) any amount held by Administrative either Agent or Lenders any Lender owing to or for the credit or the account of any Loan Party that is a party heretoParty; (vivii) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Administrative Collateral Agent is hereby granted a non-exclusive, royalty-free license or other right to use without charge, each Loan Parties’ Party’s or any of their its Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, other Intellectual Property, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Administrative Collateral Agent’s exercise of its rights under this SectionSection 8.02, Each Loan Parties’ Party’s and each of their its Subsidiaries’ rights under all licenses and all franchise agreements inure to Administrative Collateral Agent for the benefit of Lendersthe Lending Parties; (viiviii) place a “hold” on any account maintained with Administrative any Agent and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; (viii) demand and receive possession of the Books and Records of each Loan Party; and (ix) exercise all default rights and remedies available to Lending Parties under the Loan Documents or at law or equity, including all default remedies provided under the Uniform Commercial Code (including disposal of the collateral (including all Collateral) pursuant to the terms thereof).

Rights and Remedies Generally. While an Event of Default exists, Administrative Agent may (or, upon the request of the Required Lenders, shall)Lender, without notice or demand, do any or all of the following: (i) declare all Obligations (including the applicable Prepayment FeeMake-Whole Amount) immediately due and payable (but if an Event of Default described in Section 8.01(f) occurs, all Obligations (including any applicable Prepayment FeeMake-Whole Amount) shall immediately be due and payable without any action by Administrative Agent or any Lender); (ii) stop advancing money or extending credit for BorrowersBorrower’ benefit under this Agreement or under any other agreement among Borrowers Borrower and Administrative Agent or any Lender; (iii) settle or adjust disputes and claims directly with Account Debtors on accounts of any Loan Party that is a party hereto for amounts on terms and in any order that Administrative Agent Lender considers advisable, notify any Person owing money to any Loan Party that is a party hereto, money of Administrative AgentLender’s Lien on such funds, and verify the amount of such account. Each Loan Party that is a party hereto shall collect all payments in trust for Administrative Agent for the benefit of Lenders Lender and, if requested by Administrative AgentLender, immediately deliver the payments to Lenders Lender in the form received from the Account Debtor, with proper endorsement for deposit; (iv) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its Lien upon the Collateral. Each Loan Party that is a party hereto shall assemble the Collateral if Administrative Agent Lender so requests and make it available as Administrative Agent Lender so designates. Administrative Agent Lender or any Lender may enter the premises where the Collateral is located, take and maintain possession of any part of the Collateral, and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to Administrative AgentLender’s Lien thereon and pay all expenses incurred. Each Loan Party that is a party hereto grants Administrative Agent for the benefit of Lenders Lender a license to enter and occupy any of its premises, without charge, to exercise any of Administrative AgentLender’s or any other Lending PartyLender’s rights or remedies; (v) apply to the Obligations any (A) balances and deposits of any Loan Party that is a party hereto that it holds, or (B) any amount held by Administrative Agent Lender or Lenders Lender owing to or for the credit or the account of any Loan Party that is a party heretoParty; (vi) ship, reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Administrative Agent Lender is hereby granted a non-exclusive, royalty-free license or other right to use without charge, Loan Parties’ or any of their respective Subsidiaries’ labels, patents, copyrights, mask works, rights of use of any name, trade secrets, trade names, trademarks, service marks, and advertising matter, other Intellectual Property, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Administrative AgentLender’s exercise of its rights under this Section, Loan Parties’ and each of their Subsidiaries’ rights under all licenses and all franchise agreements inure to Administrative Agent for the benefit of LendersLender; (vii) place a “hold” on any account maintained with Administrative Agent Lender and/or deliver a notice of exclusive control, any entitlement order, or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; (viii) demand and receive possession of the Books and Records of each Loan Party; (ix) direct Borrower and any other Loan Party the Equity Interests of which shall have been pledged to Lender to record such Equity Interests in the name of Lender as assignee, to admit Lender as a member, to pay over any distributions on or in respect of the Equity Interests to Lender; and (ixx) exercise all default rights and remedies available to Lending Parties Lender under the Loan Documents or at law or equity, including all default remedies provided under the Uniform Commercial Code (including disposal of the collateral (including all Collateral) pursuant to the terms thereof).