Common use of Rights of Secured Parties Clause in Contracts

Rights of Secured Parties. Each Guarantor agrees that any Secured Party, upon such terms as it deems appropriate, without notice or demand to or on any person and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may, in accordance with the terms of this Agreement and the other Loan Documents, (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of any Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of any Guaranteed Obligations and take and hold security for the payment hereof or any Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the applicable Loan Document or the applicable Specified Swap Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for its Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents and any Specified Swap Agreement; provided that the foregoing shall not affect the right of any Loan Party to consent to any amendment, modification or waiver to any Loan Document to which it is a party.

Rights of Secured Parties. Each Guarantor agrees that any Secured Party, upon such terms as it deems appropriate, without notice or demand to or on any person and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may, in accordance with the terms of this Agreement and the other Loan Documents, (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of any Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of any Guaranteed Obligations and take and hold security for the payment hereof or any Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the applicable Loan Document or the applicable Specified Swap Treasury Services Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for its Guaranteed Obligations; and (vi) exercise any other rights available to it under the Loan Documents and any Specified Swap Treasury Services Agreement; provided that the foregoing shall not affect the right of any Loan Party to consent to any amendment, modification or waiver to any Loan Document to which it is a party.

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

Rights of Secured Parties. Each Guarantor agrees No Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee of the Secured Obligations, it being understood and agreed that any all powers, rights and remedies under the Loan Documents may be exercised solely by the applicable Agent on behalf of the Secured Party, upon such terms as it deems appropriate, without notice or demand to or on any person and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may, Parties in accordance with the terms thereof. In the event of this Agreement a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the other Loan DocumentsAdministrative Agent, as agent for and representative of the Secured Parties (ibut not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) renewshall be entitled, extend, accelerate, increase for the rate purpose of interest on, bidding and making settlement or otherwise change the time, place, manner or terms of payment of any Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of any Guaranteed Obligations and take and hold security purchase price for the payment hereof all or any Guaranteed Obligations; (iv) releaseportion of the Collateral sold at any such public sale, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce use and apply any security now of the Obligations as a credit on account of the purchase price for any collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or hereafter held by or for the benefit of such other disposition. Each Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the applicable Loan Document or the applicable Specified Swap Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or non-judicial salesParty, whether or not every aspect a party hereto, will be deemed, by its acceptance of the benefits of the Collateral and of the Guarantees of the Secured Obligations provided under the Loan Documents, to have agreed to the foregoing provisions. In furtherance of the foregoing and not in limitation thereof, no Secured Hedging Agreement or Secured Cash Management Agreement will create (or be deemed to create) in favor of any such sale Secured Party that is commercially reasonable, and even though such action operates to impair a party thereto any rights in connection with the management or extinguish any right of reimbursement or subrogation or other right or remedy release of any Guarantor against Collateral or of the Borrower obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each Secured Party that is a party to any such Secured Hedging Agreement or any Secured Cash Management Agreement shall be deemed to have appointed the Administrative Agent to serve as security for its Guaranteed Obligations; and (vi) exercise any other rights available to it agent under the Loan Documents and any Specified Swap Agreement; provided that agreed to be bound by the foregoing shall not affect Loan Documents as a Secured Party thereunder, subject to the right of any Loan Party to consent to any amendment, modification or waiver to any Loan Document to which it is a partylimitations set forth in this paragraph.

Rights of Secured Parties. Each Guarantor Pledgor agrees that any the Secured Party, upon such terms as it deems appropriate, without notice or demand Parties (subject to or on any person and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time Section 5 below) may, in accordance with at any time, after the terms occurrence of this Agreement and an Event of Default (as defined below) take the other Loan Documents, following actions (i) renew, extend, accelerate, increase notify the rate of interest on, or otherwise change Pledgor to make payment to the time, place, manner or terms of payment Secured Parties of any Guaranteed Obligationsamounts due or distributable with respect to the Pledged Shares; (ii) settlein either any Pledgor’s name or any Secured Party’s name enforce collection of any Pledged Shares by suit or otherwise, compromiseor surrender, release or dischargeexchange all or any part of it, or accept compromise, extend or refuse renew for any offer of performance with respect to, or substitutions for, period any Guaranteed Obligations or any agreement relating thereto and/or subordinate obligation evidenced by the payment of the same to the payment of any other obligationsPledged Shares; (iii) request receive all proceeds of the Pledged Shares; and accept other guaranties of (iv) hold any Guaranteed Obligations and take and hold increase or profits received from the Pledged Shares as additional security for the payment hereof or any Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Secured Obligations, except that any other guaranties money received shall, at the Secured Parties’ option, be applied in reduction of any Guaranteed the Secured Obligations, in such order of application as the Secured Parties may determine, or any other obligation be remitted to Debtor. Prior to an Event of any person (including any other Guarantor) Default, Secured Party shall have no financial or governance rights with respect to the Guaranteed Obligations; Pledged Shares, including, without limitation, to (va) enforce the exercise of any voting rights with respect to the Pledged Shares, specifically including but not limited to the execution and apply any security now delivery of written consents, proxies or hereafter held by or for the benefit of such Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the applicable Loan Document ballots or the applicable Specified Swap Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect exercise of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for its Guaranteed Obligations; and (vi) exercise any other rights available to it under of a holder of the Loan Documents and Pledged Shares; or (b) receiving any Specified Swap Agreement; provided economic benefits or proceeds from the Pledged Shares. Pledgor understands that the foregoing shall not affect Secured Parties may exercise their rights as set forth above directly against the right wholly-owned subsidiaries of the Company, which include: Peerless Media Limited, a Gibraltar company, WPT Distribution Worldwide Limited, a Gibraltar company, WPT Studios Worldwide Limited, a Gibraltar company, Club Services, Inc., a Nevada corporation, WPT Enterprises, Inc., a Nevada corporation, WPT Distribution USA, Inc., a Nevada corporation, and WPT Studios USA, Inc., a Nevada corporation (collectively, the “Subsidiaries”). Any economic benefit derived by the Secured Parties from exercising above rights against the Company or any Loan Party to consent to any amendment, modification or waiver to any Loan Document to which it is a partyof the Subsidiaries will be treated as payment towards the Secured Obligations.

Rights of Secured Parties. Each Guarantor agrees that any Secured Party, upon such terms as it deems appropriate, without notice or demand to or on any person Person and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time may, in accordance with the terms of this Agreement and the other Loan Documents, (i) renew, extend, accelerate, increase the rate of interest on, or otherwise change the time, place, manner or terms of payment of any Guaranteed Obligations; (ii) settle, compromise, release or discharge, or accept or refuse any offer of performance with respect to, or substitutions for, any Guaranteed Obligations or any agreement relating thereto and/or subordinate the payment of the same to the payment of any other obligations; (iii) request and accept other guaranties of any Guaranteed Obligations and take and hold security for the payment hereof or any Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Obligations, any other guaranties of any Guaranteed Obligations, or any other obligation of any person Person (including any other Guarantor) with respect to the Guaranteed Obligations; (v) enforce and apply any security now or hereafter held by or for the benefit of such Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with this Agreement or the applicable Loan Document or the applicable Specified Swap Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for its Guaranteed Obligations; and (vi) exercise any other rights available to it under this Agreement and the other Loan Documents and any Specified Swap Agreement; provided that the foregoing shall not affect the right of any Loan Party to consent to any amendment, modification or waiver to any Loan Document to which it is a partyDocuments.

Rights of Secured Parties. Each Guarantor Pledgor agrees that any the Secured Party, upon such terms as it deems appropriate, without notice or demand Parties (subject to or on any person and without affecting the validity or enforceability hereof or giving rise to any reduction, limitation, impairment, discharge or termination of any Guarantor’s liability hereunder, from time to time Section 5 below) may, in accordance with at any time, after the terms occurrence of this Agreement and an Event of Default (as defined below) take the other Loan Documents, following actions (i) renew, extend, accelerate, increase notify the rate of interest on, or otherwise change Pledgor to make payment to the time, place, manner or terms of payment Secured Parties of any Guaranteed Obligationsamounts due or distributable with respect to the Pledged Shares; (ii) settlein either any Pledgor’s name or any Secured Party’s name enforce collection of any Pledged Shares by suit or otherwise, compromiseor surrender, release or dischargeexchange all or any part of it, or accept compromise, extend or refuse renew for any offer of performance with respect to, or substitutions for, period any Guaranteed Obligations or any agreement relating thereto and/or subordinate obligation evidenced by the payment of the same to the payment of any other obligationsPledged Shares; (iii) request receive all proceeds of the Pledged Shares; and accept other guaranties of (iv) hold any Guaranteed Obligations and take and hold increase or profits received from the Pledged Shares as additional security for the payment hereof or any Guaranteed Obligations; (iv) release, surrender, exchange, substitute, compromise, settle, rescind, waive, alter, subordinate or modify, with or without consideration, any security for payment of any Guaranteed Secured Obligations, except that any other guaranties money received shall, at the Secured Parties’ option, be applied in reduction of any Guaranteed the Secured Obligations, in such order of application as the Secured Parties may determine, or any other obligation be remitted to the Company. Prior to an Event of any person (including any other Guarantor) Default, Secured Party shall have no financial or governance rights with respect to the Guaranteed Obligations; Pledged Shares, including, without limitation, to (va) enforce the exercise of any voting rights with respect to the Pledged Shares, specifically including but not limited to the execution and apply any security now delivery of written consents, proxies or hereafter held by or for the benefit of such Secured Party in respect hereof or any Guaranteed Obligations and direct the order or manner of sale thereof, or exercise any other right or remedy that such Secured Party may have against any such security, in each case as such Secured Party in its discretion may determine consistent with the applicable Loan Document ballots or the applicable Specified Swap Agreement and any applicable security agreement, including foreclosure on any such security pursuant to one or more judicial or non-judicial sales, whether or not every aspect exercise of any such sale is commercially reasonable, and even though such action operates to impair or extinguish any right of reimbursement or subrogation or other right or remedy of any Guarantor against the Borrower or any security for its Guaranteed Obligations; and (vi) exercise any other rights available to it under of a holder of the Loan Documents and Pledged Shares; or (b) receiving any Specified Swap Agreement; provided economic benefits or proceeds from the Pledged Shares. Pledgor understands that the foregoing Secured Parties may exercise their rights as set forth above directly against the wholly-owned subsidiaries of the Company, which include: Peerless Media Limited, a Gibraltar company, WPT Distribution Worldwide Limited, a Gibraltar company, WPT Studios Worldwide Limited, a Gibraltar company, Club Services, Inc., a Nevada corporation, WPT Enterprises, Inc., a Nevada corporation, WPT Distribution USA, Inc., a Nevada corporation, and WPT Studios USA, Inc., a Nevada corporation (collectively, the “Subsidiaries”). Any economic benefit derived by the Secured Parties from exercising above rights against the Company or any of the Subsidiaries will be treated as payment towards the Secured Obligations. Notwithstanding anything to the contrary in this Agreement, the parties agree that, to the extent possible and applicable, except as specifically set forth in this Agreement or the other agreements contemplated hereby, the Secured Parties shall not affect have the right of any Loan Party to consent same rights and priority, and shall participate on a pari passu basis, with the Prior Investors with respect to any amendment, modification security or waiver to any Loan Document to which it is a partycollateral rights held by both the Prior Investors and the Secured Parties.