Common use of Collection; Foreclosure Clause in Contracts

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, Agent may (and shall upon the written direction of the Required 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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the Company. Agent may require each Borrower, at such Borrower’s expense, to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to Agent. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent in an amount sufficient to pay in full Agent’s costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to 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 (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, to Lenders in an amount equal to any other unpaid Secured Obligations; and Finally, after the full and final payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the Collateral, or to Borrowers or their representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to Lenders on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and final payment Payment in Cash of all of the Secured ObligationsFull, to any creditor holding a junior Lien on the Collateral, or to Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: : (a) First, to Agent, in an amount equal to the 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 11.12; Second; (c) Third, to Lenders, ratably, in an amount equal to the 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 an amount sufficient proportion to pay in full Lenders’ costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, all remaining Secured Obligations owing to Lenders (on a Pro Rata basiseach) in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting fees(including principal, interest, subject to increase in accordance with Section 2.3); Fourth, to Lenders and (on a Pro Rata basisf) 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, to Lenders in an amount equal to any other unpaid Secured Obligations; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (and shall upon the written direction of Lender may, subject to the Required Lenders)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 Agent the Lender may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees The Borrowers agree that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrowers. Agent The Lender may require each Borrower, at such Borrower’s expense, the Borrowers to assemble the Collateral and make it available to Agent the Lender at a place designated by Agent the Lender that is reasonably convenient to Agentthe Lender and the Borrowers. The 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 Agent and Lenders the Lender in the following order of priorities: : (a) First, to Agent the Lender in an amount sufficient to pay in full Agent’s costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; 10.11; (b) Second, to 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) the Lender in an amount equal to the then unpaid amount of the Secured Obligations constituting fees(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; Fourth, to Lenders and (on a Pro Rata basisc) 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, to Lenders in an amount equal to any other unpaid Secured Obligations; and Finally, after the full full, final, and final indefeasible payment in Cash of all of the Secured Obligations, to any creditor holding a junior Lien on the Collateral, or to Borrowers such Borrower or their its representatives or as a court of competent jurisdiction may direct. Agent and each 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the Companysuch Loan Party. Agent may require each Borrower, at such Borrower’s expense, the Loan Parties to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and the Loan Parties. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to 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) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, any Loan Party to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and such Loan Party. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from the Loan Parties on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and 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 Borrowers the Loan Parties or their representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: : (a) First, to Agent, in an amount equal to the 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 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; ; (c) Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting fees; Term Loan Advances hereunder; (d) Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interest; outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; (e) Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal, interest, and the default rate interest set forth in Section 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; Sixth, to Lenders in an amount equal to any other unpaid Secured Obligations; and and (f) Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount up to the 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 11.12; Second, including all amounts expended to Lenders in an amount sufficient to pay in full 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’ costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) the Lenders, ratably, in an amount equal up to the then unpaid amount sum of all accrued interest owing to the Secured Obligations constituting feesLenders on the Term Loan Advances hereunder; Fourth, to the Lenders, to the Lenders (on a Pro Rata basis) ratably, in an amount equal up to the then unpaid amount sums of the Secured Obligations constituting interestoutstanding principal and premium, if any, owing to the Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to the Lenders and Agent ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal up to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting principal(including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to Lenders in an amount equal to any other unpaid Secured Obligations; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (and shall upon at the written direction of the Required 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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower Loan Party agrees that any such public or private sale may occur upon ten (10) [***] calendar days’ prior written notice to the Companysuch Loan Party. Agent may may, and at the direction of the Required Lenders shall, require each Borrower, at such Borrower’s expense, any Loan Party to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to Agent. The proceeds of any sale, disposition Disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent Agents in an amount sufficient to pay in full Agent’s the Agents’ fees, costs, indemnities, liabilities and related obligations, including reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.1211.11; Second, to Lenders in an amount sufficient to pay in full the Lenders’ fees, costs, indemnities, liabilities and related obligations, including reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.1211.11, ratably among them in proportion to the amounts described in this clause Second payable to them; 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 (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, to Lenders in an amount equal to any the 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 unpaid Secured ObligationsObligations of the Loan Parties that are due and payable to the Agents and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Secured Obligations owing to the Agents and the other Secured Parties on such date; and Finally, after the full and 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 Borrowers the Loan Parties or each of their representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable and documented costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.3, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.3, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: : (a) First, to Agent, in an amount equal to the 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 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; ; (c) Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to L▇▇▇▇▇▇ on the Secured Obligations constituting fees; Term Loan Advances hereunder; (d) Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interest; outstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; (e) Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal, interest, and the default rate interest set forth in Section 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; Sixth, to Lenders in an amount equal to any other unpaid Secured Obligations; and and (f) Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the Company. Agent may require each Borrower, at such Borrower’s expense, a Loan Party to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and such Loan Party. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals▇▇▇▇▇▇▇’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable documented out of pocket costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and final payment in Cash of all of the Secured Obligations (other than Surviving Obligations, ) to any creditor holding a junior Lien on the Collateral, Borrower or to Borrowers or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount up to the 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 11.12; Second, including all amounts expended to Lenders in an amount sufficient to pay in full 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’ costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) the Lenders, ratably, in an amount equal up to the then unpaid amount sum of all accrued interest owing to the Secured Obligations constituting feesLenders on the Term Loan Advances hereunder; Fourth, to the Lenders, to the Lenders (on a Pro Rata basis) ratably, in an amount equal up to the then unpaid amount sums of the Secured Obligations constituting interestoutstanding principal and premium, if any, owing to the Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to the Lenders and Agent ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal up to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting principal(including indemnification claims not otherwise satisfied pursuant to the preceding clauses); Sixth, to Lenders in an amount equal to any other unpaid Secured Obligations; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower Loan Party agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, any Loan Party to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and such Loan Party. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to Lenders on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from the Loan Parties on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and 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 Borrowers or their representatives or as a court of competent jurisdiction may direct. 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.any

Collection; Foreclosure. Upon the occurrence and during the continuance of any Event of Default, the Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. The Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to the Agent at a place designated by the Agent that is reasonably convenient to Agentthe Agent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by the Agent and Lenders in the following order of priorities: First, to Agent the Agent, in an amount sufficient equal to pay in full Agent’s costs and professionals’ and advisors’ the sum of all fees and expenses as described in Section 11.12owing 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 11.12; Third, to Lenders, ratably, in an amount equal to the 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 (on a Pro Rata basisin proportion to all remaining Secured Obligations owing to each) in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting fees; Fourth(including principal, interest, subject to Lenders (on a Pro Rata basis) increase 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, to Lenders in an amount equal to any other unpaid Secured Obligationsaccordance with Section 2.3); and Finally, after the full and 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 Borrowers Borrower or their its 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) 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 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 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ costs and professionals’ and advisors’ fees and expenses as described in Section 11.1211.13; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and final payment Payment in Cash of all of the Secured ObligationsFull, to any creditor holding a junior Lien on the Collateral, or to Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the 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 costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of all accrued interest owing to ▇▇▇▇▇▇▇ on the Secured Obligations constituting feesTerm Loan Advances hereunder; Fourth, to Lenders (on a Pro Rata basis) Lenders, ratably, in an amount equal to the then unpaid amount sum of the Secured Obligations constituting interestoutstanding principal and premium, if any owing to Lenders from Borrower on the Term Loan Advances hereunder; Fifth, to Lenders and Agent, ratably (on a Pro Rata basis) in proportion to all remaining Secured Obligations owing to each), in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting (including principal; Sixth, to Lenders interest, and the default rate interest set forth in an amount equal to any other unpaid Secured ObligationsSection 2.4, if required under this Agreement), in such order and priority as Agent may choose in its sole discretion; and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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, Agent may (may, and shall upon at the written direction of the Required Lenders)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 Agent may elect. Any such sale may be made either at public or private sale at its place of business or elsewhere. Each Borrower agrees that any such public or private sale may occur upon ten (10) calendar days’ prior written notice to the CompanyBorrower. Agent may require each Borrower, at such Borrower’s expense, Borrower to assemble the Collateral and make it available to Agent at a place designated by Agent that is reasonably convenient to AgentAgent and Borrower. The proceeds of any sale, disposition or other realization upon all or any part of the Collateral shall be applied by Agent and Lenders in the following order of priorities: First, to Agent, in an amount equal to the sum of all fees owing to Agent hereunder; Second, to Agent and Lenders in an amount sufficient to pay in full Agent’s costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Second, to Lenders in an amount sufficient to pay in full Lenders’ reasonable costs and professionals’ and advisors’ fees and expenses as described in Section 11.12; Third, to Lenders, ratably, in an amount equal to the 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 (on a Pro Rata basisin proportion to all remaining Secured Obligations owing to each) in an amount equal to the then sum of all other outstanding and unpaid amount of the Secured Obligations constituting fees; Fourth(including principal, interest, subject to Lenders (on a Pro Rata basis) increase 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, to Lenders in an amount equal to any other unpaid Secured Obligationsaccordance with Section 2.3); and Finally, after the full and 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 Borrowers Borrower or their its representatives or as a court of competent jurisdiction may direct. 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.