Common use of Rights of Secured Parties Clause in Contracts

Rights of Secured Parties. The Guarantor consents and agrees that the Agent (for the benefit of the Secured Parties) and/or Secured Parties (as applicable) may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Guaranteed Obligations or any part thereof, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement any Guarantied Document; (c) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Guaranteed Obligations; (d) apply such security and direct the order or manner of sale thereof as the Secured Parties, in their sole discretion (and subject to the terms of the Loan Documents) may determine; (e) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations; (f) exercise, or refrain from exercising, any rights against any Loan Party or any other Person; and (g) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Secured Parties shall elect. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantor.

Rights of Secured Parties. The Each Guarantor consents and agrees that the Agent (for the benefit of the any Secured Parties) and/or Secured Parties (Party, upon such terms as applicable) may, at any time and from time to timeit deems appropriate, without notice or demand, demand to or on any person and without affecting the validity or enforceability hereof or continuing effectiveness hereof: giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may, in accordance with the terms of this Agreement and the other Loan Documents, (ai) amendrenew, extend, renewaccelerate, compromiseincrease the rate of interest on, discharge, accelerate or otherwise change the time for payment time, place, manner or the terms of the payment of any Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any part thereof, including, but not limited to, extending or shortening agreement relating thereto and/or subordinate the time payment of the same to the payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligationsother obligations; (biii) amend, modify, alter or supplement any Guarantied Document; (c) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose request and accept other guaranties of any Guaranteed Obligations and take and hold security for the payment of this Guaranty hereof or any Guaranteed Obligations; (div) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such security Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof as the thereof, or exercise any other right or remedy that such Secured PartiesParty may have against any such security, in their sole each case as such Secured Party in its discretion (may determine consistent with the applicable Loan Document or the applicable Specified Swap Agreement and subject any applicable security agreement, including foreclosure on any such security pursuant to the terms of the Loan Documents) may determine; (e) release or substitute one or more judicial or non-judicial sales, whether or not every aspect of any endorsers such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other guarantors right or remedy of any of Guarantor against the Borrower or any security for its Guaranteed Obligations; and (fvi) exercise, or refrain from exercising, exercise any other rights against available to it under the Loan Documents and any Specified Swap Agreement; provided that the foregoing shall not affect the right of any Loan Party or any other Person; and (g) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Secured Parties shall elect. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or consent to any extent vary the risks of the Guarantor under this Guaranty amendment, modification or which, but for this provision, might operate as waiver to any Loan Document to which it is a discharge of the Guarantorparty.

Rights of Secured Parties. The Each Guarantor consents and agrees that the Agent (for the benefit of the any Secured Parties) and/or Secured Parties (Party, upon such terms as applicable) may, at any time and from time to timeit deems appropriate, without notice or demand, demand to or on any person and without affecting the validity or enforceability hereof or continuing effectiveness hereof: giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may, in accordance with the terms of this Agreement and the other Loan Documents, (ai) amendrenew, extend, renewaccelerate, compromiseincrease the rate of interest on, discharge, accelerate or otherwise change the time for payment time, place, manner or the terms of the payment of any Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any part thereof, including, but not limited to, extending or shortening agreement relating thereto and/or subordinate the time payment of the same to the payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligationsother obligations; (biii) amend, modify, alter or supplement any Guarantied Document; (c) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose request and accept other guaranties of any Guaranteed Obligations and take and hold security for the payment of this Guaranty hereof or any Guaranteed Obligations; (div) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such security Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof as the thereof, or exercise any other right or remedy that such Secured PartiesParty may have against any such security, in their sole each case as such Secured Party in its discretion (may determine consistent with the applicable Loan Document or the applicable Treasury Services Agreement and subject any applicable security agreement, including foreclosure on any such security pursuant to the terms of the Loan Documents) may determine; (e) release or substitute one or more judicial or non-judicial sales, whether or not every aspect of any endorsers such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other guarantors right or remedy of any of Guarantor against the Borrower or any security for its Guaranteed Obligations; and (fvi) exercise, or refrain from exercising, any rights against any Loan Party or exercise any other Person; rights available to it under the Loan Documents and (g) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order as the Secured Parties shall elect. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the GuarantorTreasury Services Agreement.

Rights of Secured Parties. The Guarantor consents and agrees that No Secured Party shall have any right individually to realize upon any of the Agent (for the benefit Collateral or to enforce any Guarantee of the Secured Parties) and/or Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents may be exercised solely by the applicable Agent on behalf of the Secured Parties (as applicable) may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or in accordance with the terms thereof. In the event of a foreclosure by the Guaranteed Obligations or any part thereof, including, but not limited to, extending or shortening the time of payment of any of the Guarantied Obligations or changing the interest rate that may accrue Administrative Agent on any of the Guarantied Obligations; (b) amendCollateral pursuant to a public or private sale or other disposition, modify, alter the Administrative Agent or supplement any Guarantied Document; (c) take, hold, exchange, enforce, waive, release, fail to perfect, sell, Lender may be the purchaser or otherwise dispose licensor of any security or all of such Collateral at any such sale or other disposition, and the Administrative Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of this Guaranty the purchase price for all or any Guaranteed Obligations; (d) portion of the Collateral sold at any such public sale, to use and apply such security and direct any of the order or manner Obligations as a credit on account of sale thereof as the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured PartiesParties at such sale or other disposition. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in their sole discretion limitation thereof, no Secured Hedging Agreement or Secured Cash Management Agreement will create (or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Secured Hedging Agreement or Secured Cash Management Agreement shall be deemed to have appointed the Administrative Agent to serve as security agent under the Loan Documents and agreed to be bound by the Loan Documents as a Secured Party thereunder, subject to the terms of the Loan Documents) may determine; (e) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Obligations; (f) exercise, or refrain from exercising, any rights against any Loan Party or any other Person; and (g) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations limitations set forth in such order as the Secured Parties shall elect. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the Guarantorparagraph.

Rights of Secured Parties. The Guarantor consents and Pledgor agrees that the Agent (for the benefit of the Secured Parties) and/or Secured Parties (as applicablesubject to Section 5 below) may, at any time and from time to time, without notice after the occurrence of an Event of Default (as defined below) take the following actions (i) notify the Pledgor to make payment to the Secured Parties of any amounts due or demanddistributable with respect to the Pledged Shares; (ii) in either any Pledgor’s name or any Secured Party’s name enforce collection of any Pledged Shares by suit or otherwise, and without affecting the enforceability or continuing effectiveness hereof: (a) amendsurrender, extend, renew, compromise, discharge, accelerate release or otherwise change the time for payment or the terms of the Guaranteed Obligations exchange all or any part thereofof it, includingor compromise, but not limited to, extending extend or shortening renew for any period any obligation evidenced by the time of payment of any Pledged Shares; (iii) receive all proceeds of the Guarantied Obligations Pledged Shares; and (iv) hold any increase or changing profits received from the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement any Guarantied Document; (c) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any Pledged Shares as additional security for the payment of this Guaranty or Secured Obligations, except that any Guaranteed Obligations; (d) apply such security and direct the order or manner of sale thereof as money received shall, at the Secured Parties’ option, be applied in their sole discretion (and subject to the terms reduction of the Loan Documents) may determine; (e) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Secured Obligations; (f) exercise, or refrain from exercising, any rights against any Loan Party or any other Person; and (g) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order of application as the Secured Parties may determine, or be remitted to Debtor. Prior to an Event of Default, Secured Party shall elect. Without limiting have no financial or governance rights with respect to the generality Pledged Shares, including, without limitation, to (a) the exercise of any voting rights with respect to the Pledged Shares, specifically including but not limited to the execution and delivery of written consents, proxies or ballots or the exercise of any other rights of a holder of the foregoingPledged Shares; or (b) receiving any economic benefits or proceeds from the Pledged Shares. Pledgor understands that the Secured Parties may exercise their rights as set forth above directly against the wholly-owned subsidiaries of the Company, which include: Peerless Media Limited, a Gibraltar company, WPT Distribution Worldwide Limited, a Gibraltar company, WPT Studios Worldwide Limited, a Gibraltar company, Club Services, Inc., a Nevada corporation, WPT Enterprises, Inc., a Nevada corporation, WPT Distribution USA, Inc., a Nevada corporation, and WPT Studios USA, Inc., a Nevada corporation (collectively, the Guarantor consents to “Subsidiaries”). Any economic benefit derived by the taking of, Secured Parties from exercising above rights against the Company or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor under this Guaranty or which, but for this provision, might operate Subsidiaries will be treated as a discharge of payment towards the GuarantorSecured Obligations.

Rights of Secured Parties. The Guarantor consents and Pledgor agrees that the Agent (for the benefit of the Secured Parties) and/or Secured Parties (as applicablesubject to Section 5 below) may, at any time and from time to time, without notice after the occurrence of an Event of Default (as defined below) take the following actions (i) notify the Pledgor to make payment to the Secured Parties of any amounts due or demanddistributable with respect to the Pledged Shares; (ii) in either any Pledgor’s name or any Secured Party’s name enforce collection of any Pledged Shares by suit or otherwise, and without affecting the enforceability or continuing effectiveness hereof: (a) amendsurrender, extend, renew, compromise, discharge, accelerate release or otherwise change the time for payment or the terms of the Guaranteed Obligations exchange all or any part thereofof it, includingor compromise, but not limited to, extending extend or shortening renew for any period any obligation evidenced by the time of payment of any Pledged Shares; (iii) receive all proceeds of the Guarantied Obligations Pledged Shares; and (iv) hold any increase or changing profits received from the interest rate that may accrue on any of the Guarantied Obligations; (b) amend, modify, alter or supplement any Guarantied Document; (c) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any Pledged Shares as additional security for the payment of this Guaranty or Secured Obligations, except that any Guaranteed Obligations; (d) apply such security and direct the order or manner of sale thereof as money received shall, at the Secured Parties’ option, be applied in their sole discretion (and subject to the terms reduction of the Loan Documents) may determine; (e) release or substitute one or more of any endorsers or other guarantors of any of the Guaranteed Secured Obligations; (f) exercise, or refrain from exercising, any rights against any Loan Party or any other Person; and (g) apply any sum, by whomsoever paid or however realized, to the Guarantied Obligations in such order of application as the Secured Parties may determine, or be remitted to the Company. Prior to an Event of Default, Secured Party shall elect. Without limiting have no financial or governance rights with respect to the generality Pledged Shares, including, without limitation, to (a) the exercise of any voting rights with respect to the Pledged Shares, specifically including but not limited to the execution and delivery of written consents, proxies or ballots or the exercise of any other rights of a holder of the foregoingPledged Shares; or (b) receiving any economic benefits or proceeds from the Pledged Shares. Pledgor understands that the Secured Parties may exercise their rights as set forth above directly against the wholly-owned subsidiaries of the Company, which include: Peerless Media Limited, a Gibraltar company, WPT Distribution Worldwide Limited, a Gibraltar company, WPT Studios Worldwide Limited, a Gibraltar company, Club Services, Inc., a Nevada corporation, WPT Enterprises, Inc., a Nevada corporation, WPT Distribution USA, Inc., a Nevada corporation, and WPT Studios USA, Inc., a Nevada corporation (collectively, the Guarantor consents “Subsidiaries”). Any economic benefit derived by the Secured Parties from exercising above rights against the Company or any of the Subsidiaries will be treated as payment towards the Secured Obligations. Notwithstanding anything to the taking ofcontrary in this Agreement, the parties agree that, to the extent possible and applicable, except as specifically set forth in this Agreement or failure to takethe other agreements contemplated hereby, any action which might in any manner or the Secured Parties shall have the same rights and priority, and shall participate on a pari passu basis, with the Prior Investors with respect to any extent vary security or collateral rights held by both the risks of Prior Investors and the Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of the GuarantorSecured Parties.

Rights of Secured Parties. The Each Guarantor consents and agrees that the Agent (for the benefit of the any Secured Parties) and/or Secured Parties (Party, upon such terms as applicable) may, at any time and from time to timeit deems appropriate, without notice or demand, demand to or on any Person and without affecting the validity or enforceability hereof or continuing effectiveness hereof: giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may, in accordance with the terms of this Agreement and the other Loan Documents, (ai) amendrenew, extend, renewaccelerate, compromiseincrease the rate of interest on, discharge, accelerate or otherwise change the time for payment time, place, manner or the terms of the payment of any Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any part thereof, including, but not limited to, extending or shortening agreement relating thereto and/or subordinate the time payment of the same to the payment of any of the Guarantied Obligations or changing the interest rate that may accrue on any of the Guarantied Obligationsother obligations; (biii) amend, modify, alter or supplement any Guarantied Document; (c) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose request and accept other guaranties of any Guaranteed Obligations and take and hold security for the payment of this Guaranty hereof or any Guaranteed Obligations; (div) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such security Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof as the thereof, or exercise any other right or remedy that such Secured PartiesParty may have against any such security, in their sole each case as such Secured Party in its discretion (may determine consistent with this Agreement or the applicable Loan Document and subject any applicable security agreement, including foreclosure on any such security pursuant to the terms of the Loan Documents) may determine; (e) release or substitute one or more judicial or non-judicial sales, whether or not every aspect of any endorsers such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other guarantors right or remedy of any of the Guarantor against Borrower or any security for its Guaranteed Obligations; and (fvi) exercise, or refrain from exercising, any rights against any Loan Party or exercise any other Person; and (g) apply any sum, by whomsoever paid or however realized, rights available to the Guarantied Obligations in such order as the Secured Parties shall elect. Without limiting the generality of the foregoing, the Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of the Guarantor it under this Guaranty or which, but for this provision, might operate as a discharge of Agreement and the Guarantorother Loan Documents.