Common use of Collection; Foreclosure Clause in Contracts

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender may, subject to the A&R Intercreditor Agreement, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree that any such public or private sale may occur upon ten calendar days’ prior written notice to the Borrowers. The Lender may require the Borrowers to assemble the Collateral and make it available to the Lender at a place designated by the Lender that is reasonably convenient to the Lender and the Borrowers. Subject to the A&R Intercreditor Agreement, the proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender in the following order of priorities: (a) First, to the Lender in an amount sufficient to pay in full costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second, to the Lender in an amount equal the then unpaid amount of the Secured Obligations (including principal, interest, and any Default interest payable pursuant to Section 2.3), in such order and priority as the Lender may choose in its sole discretion; and (c) Finally, after the full, final, and indefeasible payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to the A&R Intercreditor Agreementand as directed by each Lender in accordance with Addendum 5 shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder; (b) Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable and documented costs and professionals’ and advisors’ fees and expenses as described in Section 10.1111.12; (bc) SecondThird, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owning to the Lenders on the Term Loan Advances hereunder; (d) Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; (e) Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each) in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default interest payable pursuant subject to increase in accordance with Section 2.3), in such order and priority as the Lender may choose in its sole discretion; and (cf) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations and any obligations under Bank Services Agreements constituting Secured Obligations have been cash collateralized in accordance with Section 3.3 of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, Agent may (and shall upon the Lender may, subject to written direction of the A&R Intercreditor AgreementRequired Lenders), at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersCompany. The Lender Agent may require the Borrowers each Borrower, at such Borrower’s expense, to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender and the BorrowersAgent. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent and Lenders in the following order of priorities: (a) : First, to the Lender Agent in an amount sufficient to pay in full Agent’s costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) 11.12; Second, to the Lender Lenders in an amount sufficient to pay in full Lenders’ costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) in an amount equal to the then unpaid amount of the Secured Obligations constituting fees; Fourth, to Lenders (including on a Pro Rata basis) in an amount equal to the then unpaid amount of the Secured Obligations constituting interest; Fifth, to Lenders (on a Pro Rata basis) in an amount equal to the then unpaid amount of the Secured Obligations constituting principal; Sixth, interest, to Lenders in an amount equal to any other unpaid Secured Obligations; and any Default interest payable pursuant to Section 2.3), in such order and priority as the Lender may choose in its sole discretion; and (c) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the Collateral, or to such Borrower Borrowers or its their representatives or as a court of competent jurisdiction may direct. The Agent and each Lender shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to Lenders on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible payment final Payment in Cash of all of the Secured ObligationsFull, to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Each Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers any Loan Party to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the Borrowerssuch Loan Party. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from the Loan Parties on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower the Loan Parties or its their representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: : [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (aI) IS NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and ▇▇▇▇▇▇▇’ reasonable documented out of pocket costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.13; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, and indefeasible payment Payment in Cash of all of the Secured ObligationsFull, to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC. In case of a conflict between the provisions of this Section 10.2 and the Swiss Security Documents, the provisions of the Swiss Security Documents shall prevail.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to the Lender Agent, in an amount equal to the sum of all fees owing to the Agent hereunder; Second, to the Agent and Lenders in an amount sufficient to pay in full the Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owning to the Lenders on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and the Agent, ratably (in proportion to all remaining Secured Obligations owing to each) in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default interest payable pursuant subject to increase in accordance with Section 2.3), in such order ; and priority as the Lender may choose in its sole discretion; and (c) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations, any obligations under Bank Services Agreements constituting Secured Obligations that are cash collateralized in accordance with Section 3.4 of this Agreement or for which other satisfactory arrangements with the provider of such Bank Services have been made and any other obligations which, by their terms, are to survive the termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Each Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersCompany. The Lender Agent may require the Borrowers a Loan Party to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the Borrowerssuch Loan Party. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and ▇▇▇▇▇▇▇’ reasonable documented out of pocket costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured Obligations (other than Surviving Obligations, ) to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate indemnity or reimbursement obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Each Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the Borrowerssuch Loan Party. The Lender Agent may require the Borrowers Loan Parties to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersLoan Parties. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owning to the Lenders on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each) in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default interest payable pursuant subject to increase in accordance with Section 2.3), in such order ; and priority as the Lender may choose in its sole discretion; and (c) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations, any obligations under Bank Services Agreements that are cash collateralized in accordance with Section 3.4 of this Agreement and any other obligations which, by their terms, are to survive the termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; (b) Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.1111.12; (bc) SecondThird, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to L▇▇▇▇▇▇ on the Term Loan Advances hereunder; (d) Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; (e) Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (cf) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.. |

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to the A&R Intercreditor Agreementand as directed by each Lender in accordance with Addendum 4 shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount up to the Lender sum of all accrued fees owing to Agent hereunder; Second, to Agent and the Lenders in an amount sufficient to pay in full Agent’s and the Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under the Loan Documents by the Agent and the Lenders; Third, to the Lender Lenders, ratably, in an amount equal up to the then unpaid sum of all accrued interest owing to the Lenders on the Term Loan Advances hereunder; Fourth, to the Lenders, to the Lenders ratably, in an amount up to the sums of the outstanding principal and premium, if any, owing to the Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to the Lenders and Agent ratably (in proportion to all remaining Secured Obligations owing to each), in an amount up to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default interest payable indemnification claims not otherwise satisfied pursuant to Section 2.3the preceding clauses), in such order and priority as the Lender may choose in its sole discretion; and (c) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations and any obligations under Bank Services Agreements constituting Secured Obligations that are cash collateralized in accordance with Section 3.3 of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Each Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers any Loan Party to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the Borrowerssuch Loan Party. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to Lenders on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from the Loan Parties on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.any

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable and documented costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.3, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the CollateralCollateral (if required by applicable law or contractual agreement), or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; (b) Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.1111.12; (bc) SecondThird, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; (d) Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; (e) Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (cf) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to and at the A&R Intercreditor Agreementdirection of the Required Lenders shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount equal to the Lender sum of all fees owing to Agent hereunder and under any other Loan Document; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s and Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12; Third, to the Lender Lenders, ratably, in an amount equal to the then unpaid sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Term Loan Advances hereunder; Fourth, to Lenders, ratably, in an amount equal to the sum of the outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (in proportion to all remaining Secured Obligations owing to each), in an amount equal to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default the default rate interest payable pursuant to set forth in Section 2.32.4, if required under this Agreement), in such order and priority as the Lender Agent may choose in its sole discretion; and (c) and Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate indemnity and reimbursement obligations which, by their terms, survive termination of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Lender Agent may, subject to the A&R Intercreditor Agreementand as directed by each Lender in accordance with Addendum 4 attached hereto shall, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the BorrowersBorrower. The Lender Agent may require the Borrowers Borrower to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender Agent that is reasonably convenient to the Lender Agent and the BorrowersBorrower. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to Agent, in an amount up to the Lender sum of all accrued fees owing to Agent hereunder; Second, to Agent and the Lenders in an amount sufficient to pay in full Agent’s and the Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) Second11.12, including all amounts expended to preserve the value of the Collateral, of foreclosure or suit, if any, and of such sale and the exercise of any other rights or remedies, and of all proper fees, expenses, liability and advances, including reasonable legal expenses and attorneys’ fees, incurred or made under the Loan Documents by the Agent and the Lenders; Third, to the Lender Lenders, ratably, in an amount equal up to the then unpaid sum of all accrued interest owing to the Lenders on the Term Loan Advances hereunder; Fourth, to the Lenders, to the Lenders ratably, in an amount up to the sums of the outstanding principal and premium, if any, owing to the Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to the Lenders and Agent ratably (in proportion to all remaining Secured Obligations owing to each), in an amount up to the sum of all other outstanding and unpaid Secured Obligations (including principal, interest, and any Default interest payable indemnification claims not otherwise satisfied pursuant to Section 2.3the preceding clauses), in such order and priority as the Lender may choose in its sole discretion; and (c) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than any (x) inchoate indemnity obligations, and (y) Bank Services, to the extent the counterparty Lender has agreed such Bank Services may continue to exist, or that are cash collateralized in accordance with Section 3.3 of this Agreement), to any creditor holding a junior Lien on the Collateral, or to such Borrower or its representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, Agent shall at the Lender may, subject to direction of the A&R Intercreditor AgreementRequired Lenders, at any time or from time to time, apply, collect, liquidate, sell in one or more sales, lease or otherwise dispose Dispose of, any or all of the Collateral, in its then condition or following any commercially reasonable preparation or processing, in such order as the Lender Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. The Borrowers agree Each Loan Party agrees that any such public or private sale may occur upon ten [***] calendar days’ prior written notice to such Loan Party. Agent may, and at the Borrowers. The Lender may direction of the Required Lenders shall, require the Borrowers any Loan Party to assemble the Collateral and make it available to the Lender Agent at a place designated by the Lender that is reasonably convenient to the Lender and the BorrowersAgent. Subject to the A&R Intercreditor Agreement, the The proceeds of any sale, disposition Disposition or other realization upon all or any part of the Collateral shall be applied by the Lender Agent in the following order of priorities: (a) : First, to the Lender Agents in an amount sufficient to pay in full the Agents’ fees, costs, indemnities, liabilities and related obligations, including reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 10.11; (b) 11.11; Second, to Lenders in an amount sufficient to pay in full the Lender Lenders’ fees, costs, indemnities, liabilities and related obligations, including reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.11, ratably among them in proportion to the amounts described in this clause Second payable to them; Third, to Lenders in an amount equal to the then accrued and unpaid interest on the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Third held by them; Fourth, to Lenders in an amount equal to the unpaid principal of the Loans, ratably among the Lenders in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the payment of all other Secured Obligations (including principalof the Loan Parties that are due and payable to the Agents and the other Secured Parties on such date, interest, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Agents and any Default interest payable pursuant to Section 2.3), in the other Secured Parties on such order date; and priority as the Lender may choose in its sole discretion; and (c) Finally, after the full, final, full and indefeasible final payment in Cash of all of the Secured ObligationsObligations (other than inchoate obligations), to any creditor holding a junior Lien on the Collateral, or to such Borrower the Loan Parties or its each of their representatives or as a court of competent jurisdiction may direct. The Lender Agent shall be deemed to have acted reasonably in the custody, preservation and disposition of any of the Collateral if it complies with the obligations of a secured party under the UCC.