Common use of Certain Rights of Secured Party Clause in Contracts

Certain Rights of Secured Party. (a) In the event of default in the payment of all or any part of the principal of or interest on the Protected Indebtedness when due, whether by acceleration or otherwise, and in addition to having the right to continue the subordination of the Subordinated Indebtedness, Secured Party may, but shall not be obligated to: (i) demand, collect, compromise and receive payment of the Subordinated Indebtedness or any part thereof; (ii) make, prove and vote any and all claims for the Subordinated Indebtedness in any proceeding (formal or informal) with respect to the bankruptcy, reorganization arrangement, adjustment of debts, insolvency or liquidation of the Borrower, regardless of the existence or value of any collateral held by Secured Party as security for payment of the Protected Indebtedness, including, without limitation, voting such claims at any meeting of creditors of the Borrower and voting such claims for or against any proposed plan in any such proceeding, all as Secured Party deems appropriate to protect its interest; and (iii) receive any and all payments or dividends on such claims and apply the same, first, to payment of Secured Party's expenses incurred in exercising any of its rights or remedies hereunder (including, without limitation, actual attorneys' fees and legal expenses) and then to the payment of the Protected Indebtedness; provided, however, that Secured Party shall account to the undersigned for any excess. (b) Creditor authorizes Secured Party, without notice or demand and without affecting Creditor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of the terms of, or the interest on, the Protected Indebtedness or any part thereof; (ii) to take from any party and hold collateral (other than the Subordinated Indebtedness) for the payment of the Protected Indebtedness or any part thereof, and to exchange, enforce or release such collateral or any part thereof; (iii) to accept and hold any indorsement or guaranty of payment of the Protected Indebtedness or any part thereof and to release or substitute any such indorser or guarantor, or any party who has given any security interest in any collateral as security for the payment of the Protected Indebtedness or any part thereof, or any other party in any way obligated to pay the Protected Indebtedness or any part thereof; and (iv) to direct the order or manner of the disposition of any and all other collateral and the enforcement of any and all indorsements and guaranties relating to the Protected Indebtedness or any part thereof as Secured Party, in its sole discretion, may determine.

Certain Rights of Secured Party. (a) In addition to, and not by way of limitation of, the event granting of default a security interest in the payment Collateral pursuant hereto, each Grantor, effective upon the occurrence and during the continuation of an Event of Default and upon written notice from Secured Party, shall grant, sell, convey, transfer, assign and set over to Secured Party, for its benefit and the ratable benefit of Lenders, all of Subsidiary Grantor's right, title and interest in and to the Intellectual Property Collateral to the extent necessary to enable Secured Party to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall inure to the benefit of all or any part successors, assigns and transferees of the principal of or interest on the Protected Indebtedness when dueSecured Party and its successors, assigns and transferees, whether by acceleration voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Grantor. Subject to the provisions of the Credit Agreement, in addition, each Grantor hereby grants to Secured Party and in addition to having its employees, representatives and agents the right to continue visit Grantor's and any of its Affiliate's or subcontractor's plants, facilities and other places of business that are utilized in connection with the subordination manufacture, production, inspection, storage or sale of products and services sold or delivered under any of the Subordinated IndebtednessIntellectual Property Collateral (or which were so utilized during the prior six month period), and to inspect the quality control and all other records relating thereto upon reasonable advance written notice to Grantor and at reasonable dates and times and as often as may be reasonably requested. If and to the extent that any Subsidiary Grantor is permitted to license the Intellectual Property Collateral, Secured Party mayshall promptly enter into a non-disturbance agreement or other similar arrangement, but shall not be obligated to: at Grantor's request and expense, with Grantor and any licensee of any Intellectual Property Collateral permitted hereunder in form and substance reasonably satisfactory to Secured Party pursuant to which (i) demandSecured Party shall agree not to disturb or interfere with such licensee's rights under its license agreement with Grantor so long as such licensee is not in default thereunder, collect, compromise and receive payment of the Subordinated Indebtedness or any part thereof; (ii) make, prove such licensee shall acknowledge and vote any and all claims for agree that the Subordinated Indebtedness in any proceeding (formal or informal) with respect Intellectual Property Collateral licensed to it is subject to the bankruptcy, reorganization arrangement, adjustment security interest created in favor of debts, insolvency or liquidation of the Borrower, regardless of the existence or value of any collateral held by Secured Party as security for payment of the Protected Indebtedness, including, without limitation, voting such claims at any meeting of creditors of the Borrower and voting such claims for or against any proposed plan in any such proceeding, all as Secured Party deems appropriate to protect its interest; and (iii) receive any and all payments or dividends on such claims and apply the same, first, to payment of Secured Party's expenses incurred in exercising any of its rights or remedies hereunder (including, without limitation, actual attorneys' fees and legal expenses) and then to the payment of the Protected Indebtedness; provided, however, that Secured Party shall account to the undersigned for any excess. (b) Creditor authorizes Secured Party, without notice or demand and without affecting Creditor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of the terms of, or the interest on, the Protected Indebtedness or any part thereof; (ii) to take from any party and hold collateral (other than the Subordinated Indebtedness) for the payment of the Protected Indebtedness or any part thereof, and to exchange, enforce or release such collateral or any part thereof; (iii) to accept and hold any indorsement or guaranty of payment of the Protected Indebtedness or any part thereof and to release or substitute any such indorser or guarantor, or any party who has given any security interest in any collateral as security for the payment of the Protected Indebtedness or any part thereof, or any other party in any way obligated to pay the Protected Indebtedness or any part thereof; and (iv) to direct the order or manner of the disposition of any and all other collateral and the enforcement other terms of any and all indorsements and guaranties relating to the Protected Indebtedness or any part thereof as Secured Party, in its sole discretion, may determinethis Agreement.

Certain Rights of Secured Party. (a) In addition to, and not by way ------------------------------- of limitation of, the event granting of default a security interest in the payment Collateral pursuant hereto, each Grantor, effective upon the occurrence and during the continuation of an Event of Default and upon written notice from Secured Party, shall grant, sell, convey, transfer, assign and set over to Secured Party, for its benefit and the ratable benefit of Lenders and Lender Counterparties, all of Grantor's right, title and interest in and to the Intellectual Property Collateral to the extent necessary to enable Secured Party to use, possess and realize on the Collateral and to enable any successor or any part assign to enjoy the benefits of the principal Collateral. This right and license shall inure to the benefit of or interest on the Protected Indebtedness when dueSecured Party and its successors, assigns and transferees, whether by acceleration voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Grantor. In addition, each Grantor hereby grants to Secured Party and in addition to having its employees, representatives and agents the right to continue visit Grantor's and any of its Affiliate's or subcontractor's plants, facilities and other places of business that are utilized in connection with the subordination manufacture, production, inspection, storage or sale of products and services sold or delivered under any of the Subordinated IndebtednessIntellectual Property Collateral (or which were so utilized during the prior six month period), and to inspect the quality control and all other records relating thereto upon reasonable advance written notice to Grantor and at reasonable dates and times and as often as may be reasonably requested. If and to the extent that any Grantor is permitted to license the Intellectual Property Collateral, Secured Party mayshall promptly enter into a non-disturbance agreement or other similar arrangement, but shall not be obligated to: at Grantor's request and expense, with Grantor and any licensee of any Intellectual Property Collateral permitted hereunder in form and substance reasonably satisfactory to Secured Party pursuant to which (i) demandSecured Party shall agree not to disturb or interfere with such licensee's rights under its license agreement with Grantor so long as such licensee is not in default thereunder, collect, compromise and receive payment of the Subordinated Indebtedness or any part thereof; (ii) make, prove such licensee shall acknowledge and vote any and all claims for agree that the Subordinated Indebtedness in any proceeding (formal or informal) with respect Intellectual Property Collateral licensed to it is subject to the bankruptcy, reorganization arrangement, adjustment security interest created in favor of debts, insolvency or liquidation of the Borrower, regardless of the existence or value of any collateral held by Secured Party as security for payment of the Protected Indebtedness, including, without limitation, voting such claims at any meeting of creditors of the Borrower and voting such claims for or against any proposed plan in any such proceeding, all as Secured Party deems appropriate to protect its interest; and (iii) receive any and all payments or dividends on such claims and apply the same, first, to payment of Secured Party's expenses incurred in exercising any of its rights or remedies hereunder (including, without limitation, actual attorneys' fees and legal expenses) and then to the payment of the Protected Indebtedness; provided, however, that Secured Party shall account to the undersigned for any excess. (b) Creditor authorizes Secured Party, without notice or demand and without affecting Creditor's obligations hereunder, from time to time: (i) to renew, extend, increase, accelerate or otherwise change the time for payment of the terms of, or the interest on, the Protected Indebtedness or any part thereof; (ii) to take from any party and hold collateral (other than the Subordinated Indebtedness) for the payment of the Protected Indebtedness or any part thereof, and to exchange, enforce or release such collateral or any part thereof; (iii) to accept and hold any indorsement or guaranty of payment of the Protected Indebtedness or any part thereof and to release or substitute any such indorser or guarantor, or any party who has given any security interest in any collateral as security for the payment of the Protected Indebtedness or any part thereof, or any other party in any way obligated to pay the Protected Indebtedness or any part thereof; and (iv) to direct the order or manner of the disposition of any and all other collateral and the enforcement other terms of any and all indorsements and guaranties relating to the Protected Indebtedness or any part thereof as Secured Party, in its sole discretion, may determinethis Agreement.

Certain Rights of Secured Party. At any time and from time to time (and whether once or more than once), without the necessity of any reservation of rights against the Guarantor and without notice to, demand on or further assent by the Guarantor or any other person: (a) In any of the event Liabilities or the obligations of default any other guarantor of the Liabilities may be changed, renewed, extended, continued, accelerated, surrendered, compromised, subordinated, waived or released, in the payment of all whole or in part, or any part of the principal of or interest on the Protected Indebtedness when due, whether by acceleration or otherwise, and in addition to having the right to continue the subordination of the Subordinated Indebtedness, Secured Party may, but shall not be obligated to: (i) demand, collect, compromise and receive payment of the Subordinated Indebtedness default with respect thereto waived or any part thereof; (ii) make, prove and vote any and all claims demand for the Subordinated Indebtedness in any proceeding (formal or informal) payment with respect to the bankruptcy, reorganization arrangement, adjustment of debts, insolvency or liquidation of the Borrower, regardless of the existence or value of any collateral held by Secured Party as security for payment of the Protected Indebtedness, including, without limitation, voting such claims at any meeting of creditors of the Borrower and voting such claims for or against any proposed plan in any such proceeding, all as Secured Party deems appropriate to protect its interestthereto rescinded; and (iii) receive any and all payments or dividends on such claims and apply the same, first, to payment of Secured Party's expenses incurred in exercising any of its rights or remedies hereunder (including, without limitation, actual attorneys' fees and legal expenses) and then to the payment of the Protected Indebtedness; provided, however, that Secured Party shall account to the undersigned for any excess. (b) Creditor authorizes the Secured PartyParty may set off, without notice refrain from setting off or demand and without affecting Creditor's obligations hereunderrelease, in whole or in part, may take or refrain from time to time: (i) to renew, extend, increase, accelerate taking or otherwise change the time for payment of the terms of, or the interest on, the Protected Indebtedness or any part thereof; (ii) to take from any party and hold collateral (other than the Subordinated Indebtedness) for the payment of the Protected Indebtedness or any part thereof, and to exchange, enforce or release such collateral or any part thereof; (iii) to accept and hold any indorsement or guaranty of payment of the Protected Indebtedness or any part thereof and to release or substitute any such indorser or guarantor, or any party who has given perfecting any security interest in any collateral as security for the payment of the Protected Indebtedness and may exercise or refrain from exercising any part thereof, right against Borrower or any other party person; (c) the Secured Party may extend or refrain from extending further credit or financial accommodations in any manner whatsoever to, may accept compositions from and may otherwise generally deal with Borrower and any other person and with any collateral security as the Secured Party may see fit; and (d) the Secured Party may apply all moneys at any time received from Borrower or any other person or from any collateral security in such manner, in such amounts and against such part of the Liabilities as the Secured Party considers best and change any such application in whole or in part as the Secured Party may see fit. All of these actions may be taken without in any way obligated to pay limiting, diminishing or affecting the Protected Indebtedness or Guarantor's liability under this Agreement and without imposing any part thereof; and (iv) to direct obligation of trust on the order or manner of the disposition of any and all other collateral and the enforcement of any and all indorsements and guaranties relating to the Protected Indebtedness or any part thereof as Secured Party, and no loss of or in its sole discretionrespect of any collateral security, may determinewhether caused by the fault of the Secured Party or otherwise, shall in any way limit, diminish or affect the Guarantor's liability under this Agreement.