Common use of Administrative Agent’s Rights Clause in Contracts

Administrative Agent’s Rights. Administrative Agent may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of any Loan Party's Accounts or other amounts owed to a Loan Party by suit or otherwise; (ii) exercise all of any Loan Party's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to a Loan Party; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to a Loan Party, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of a Loan Party or other amount owed to a Loan Party upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) prepare, file and sign the applicable Loan Party's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Loan Party; and (vi) do all other acts and things which are necessary, in Administrative Agent's sole discretion, to fulfill each Loan Party's obligations under this Agreement and the other Loan Documents and to allow Administrative Agent to collect the Accounts or other amounts owed to a Loan Party. In addition to any other provision hereof, Administrative Agent may at any time, after the occurrence and during the continuance of an Event of Default, at Borrowers’ expense, notify any parties obligated on any of the Accounts to make payment directly to Administrative Agent of any amounts due or to become due thereunder.

Administrative Agent’s Rights. Administrative Agent may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of any Loan Party's Borrowers’ Accounts or other amounts owed to a Loan Party Borrowers by suit or otherwise; (ii) exercise all of any Loan Party's Borrowers’ rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to a Loan PartyBorrowers; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to a Loan PartyBorrowers, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of a Loan Party Borrowers or other amount owed to a Loan Party Borrowers upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) prepare, file and sign the applicable Loan Party's each Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Loan PartyBorrowers; and (vi) do all other acts and things which are necessary, in Administrative Agent's ’s sole discretiondiscretion determined in good faith, to fulfill each Loan Party's Borrowers’ obligations under this Agreement and the other Loan Documents and to allow Administrative Agent to collect the Accounts or other amounts owed to a Loan PartyBorrowers. In addition to any other provision hereof, Administrative Agent may at any time, after the occurrence and during the continuance of an Event of Default, at Borrowers’ expense, notify any parties obligated on any of the Accounts to make payment directly to Administrative Agent of any amounts due or to become due thereunder.

Administrative Agent’s Rights. Administrative Agent may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of any Loan Party's Borrowers’ Accounts or other amounts owed to a Loan Party Borrowers by suit or otherwise; (ii) exercise all of any Loan Party's Borrowers’ rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to a Loan PartyBorrowers; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to a Loan PartyBorrowers, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of a Loan Party Borrowers or other amount owed to a Loan Party Borrowers upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) prepare, file and sign the applicable Loan Party's each Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Loan PartyBorrowers; and (vi) do all other acts and things which are necessary, in Administrative Agent's ’s sole discretiondiscretion determined in good faith, to fulfill each Loan Party's Borrowers’ obligations under this Agreement and the other Loan Documents and to allow Administrative Agent to collect the Accounts or other amounts owed to a Loan PartyBorrowers. In addition to any other provision hereof, Administrative Agent may at any time, after the occurrence and during the continuance of an Event of Default, at Borrowers’ expense, notify any parties obligated on any of the Accounts to make payment directly to Administrative Agent of any amounts due or to become due thereunder. In addition to any other provision hereof, Administrative Agent may at any time, after (i) the occurrence and during the continuance of an Event of Default or (ii) Excess Availability is less than $10,000,000 under the Canadian Revolving Loan Commitment or $7,500,000 under the US Revolving Loan Commitment, take control over any of the Borrowers’ or its Subsidiaries’ Lockbox Accounts maintained by Administrative Agent or Canadian Bank; provided, however, if control over any such account is established pursuant to clause (i) or (ii) of the foregoing, the Administrative Agent shall promptly relinquish control over such accounts once (a) Excess Availability is greater than or equal to the amounts specified above for the applicable Revolving Loan Commitment and (b) no Event of Default is outstanding.

Administrative Agent’s Rights. Administrative Agent may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of any Loan Party's a Borrower’s Accounts or other amounts owed to a Loan Party Borrower by suit or otherwise; (ii) exercise all of any Loan Party's a Borrower’s rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to a Loan PartyBorrower; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to a Loan PartyBorrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of a Loan Party Borrower or other amount owed to a Loan Party Borrower upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) prepare, file and sign the applicable Loan Party's a Borrower’s name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Loan Partya Borrower; (vi) appoint a Receiver of the Collateral or any part thereof and (vivii) do all other acts and things which are necessary, in Administrative Agent's ’s sole discretion, to fulfill each Loan Party's a Borrower’s obligations under this Agreement and the other Loan Documents and to allow Administrative Agent to collect the Accounts or other amounts owed to a Loan Partyeach Borrower. In addition to any other provision hereof, Administrative Agent may at any time, after the occurrence and during the continuance of an Event of Default, at Borrowers’ expense, notify any parties obligated on any of the Accounts to make payment directly to Administrative Agent of any amounts due or to become due thereunder.

Administrative Agent’s Rights. Administrative Agent may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of any Loan Party's Borrowers’ Accounts or other amounts owed to a Loan Party Borrowers by suit or otherwise; (ii) exercise all of any Loan Party's Borrowers’ rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to a Loan PartyBorrowers; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to a Loan PartyBorrowers, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of a Loan Party Borrowers or other amount owed to a Loan Party Borrowers upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) prepare, file and sign the applicable Loan Party's each Borrower’s name on any proof of claim in bankruptcy or other similar document against any Table of Contents Account Debtor or other Person obligated to such Loan PartyBorrowers; and (vi) do all other acts and things which are necessary, in Administrative Agent's ’s sole discretiondiscretion determined in good faith, to fulfill each Loan Party's Borrowers’ obligations under this Agreement and the other Loan Documents and to allow Administrative Agent to collect the Accounts or other amounts owed to a Loan PartyBorrowers. In addition to any other provision hereof, Administrative Agent may at any time, after the occurrence and during the continuance of an Event of Default, at Borrowers’ expense, notify any parties obligated on any of the Accounts to make payment directly to Administrative Agent of any amounts due or to become due thereunder.

Administrative Agent’s Rights. Administrative Agent may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Account Debtor and whether before or after the maturity of any of the Obligations, (i) enforce collection of any of any Loan Party's Accounts or other amounts owed to a Loan Party by suit or otherwise; (ii) exercise all of any Loan Party's rights and remedies with respect to proceedings brought to collect any Accounts or other amounts owed to a Loan Party; (iii) surrender, release or exchange all or any part of any Accounts or other amounts owed to a Loan Party, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (iv) sell or assign any Account of a Loan Party or other amount owed to a Loan Party upon such terms, for such amount and at such time or times as Administrative Agent deems advisable; (v) prepare, file and sign the applicable Loan Party's name on any proof of claim in bankruptcy or other similar document against any Account Debtor or other Person obligated to such Loan Party; and (vi) do all other acts and things which are necessary, in Administrative Agent's sole discretionPermitted Discretion, to fulfill each Loan Party's obligations under this Agreement and the other Loan Documents and to allow Administrative Agent to collect the Accounts or other amounts owed to a Loan Party. In addition to any other provision hereof, Administrative Agent may at any time, after the occurrence and during the continuance of an Event of Default, at Borrowers’ Borrower's expense, notify any parties obligated on any of the Accounts to make payment directly to Administrative Agent of any amounts due or to become due thereunder.