Common use of Debtor's Obligations Upon Default Clause in Contracts

Debtor's Obligations Upon Default. Upon the request of the Administrative Agent after the occurrence of an Event of Default and during its continuation, each Debtor will: (a) assemble and make available to the Administrative Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Agent, whether at a Debtor's premises or elsewhere; (b) permit the Administrative Agent, by the Administrative Agent's representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Debtor for such use and occupancy; (c) at its own expense, cause the independent certified public accountants then engaged by each Debtor to prepare and deliver to the Administrative Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Agent’s request, the following reports with respect to the applicable Debtor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts; (d) use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Intellectual Property License to effect the assignment of all of such Debtor’s right, title and interest thereunder to the Administrative Agent or its designee; and (e) grant to the Administrative Agent an irrevocable (except for failure to comply with the terms and conditions set forth herein), non-exclusive license (exercisable without payment of royalty or other compensation to the Debtors) to use, license or sub-license, on a non-exclusive basis only, any of the Collateral consisting of Intellectual Property (other than where such use, license, or sublicense would constitute a breach or violation of any then-existing Intellectual Property Licenses or any other license arrangements), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Debtor to avoid the risk of abandonment, invalidation, unenforceability or dilution of such Trademark, now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. Such license to the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuance of an Event of Default; provided that any license, sub-license or other transaction entered into by the Administrative Agent in accordance herewith will be binding upon the Debtors notwithstanding any subsequent cure or waiver of an Event of Default. No Debtor shall have any obligation to register or qualify any Pledged Equity whether to enable the Administrative Agent to consummate a public sale or other disposition of the Pledged Equity or otherwise.

Debtor's Obligations Upon Default. Upon the request of the Administrative Collateral Agent after the occurrence of an Event of a Priority Lien Debt Default and during its continuation, each Debtor will: (a) assemble and make available to the Administrative Collateral Agent the Collateral and all books and records relating thereto at any place or places specified by the Administrative Collateral Agent, whether at a Debtor's premises or elsewhere; (b) permit the Administrative Collateral Agent, by the Administrative Collateral Agent's representatives and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay the Debtor for such use and occupancy; (c) at its own expense, cause the independent certified public accountants then engaged by each Debtor to prepare and deliver to the Administrative Collateral Agent and each Lender, at any time, and from time to time, promptly upon the Administrative Collateral Agent’s request, the following reports with respect to the applicable Debtor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts; (iii) trial balances; and (iv) a test verification of such Accounts; (d) use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Intellectual Property License to effect the assignment of all of such Debtor’s right, title and interest thereunder to the Administrative Collateral Agent or its designee; and (e) grant to the Administrative Collateral Agent an irrevocable (except for failure to comply with the terms and conditions set forth herein), non-exclusive license (exercisable without payment of royalty or other compensation to the Debtors) to use, license or sub-license, on a non-exclusive basis only, any of the Collateral consisting of Intellectual Property (other than where such use, license, or sublicense would constitute a breach or violation of any then-existing Intellectual Property Licenses or any other license arrangements), subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Debtor to avoid the risk of abandonment, invalidation, unenforceability or dilution of such Trademark, now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. Such license to the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuance of an Event of a Priority Lien Debt Default; provided that any license, sub-license or other transaction entered into by the Administrative Collateral Agent in accordance herewith will be binding upon the Debtors notwithstanding any subsequent cure or waiver of an Event of a Priority Lien Debt Default. No Debtor shall have any obligation to register or qualify any Pledged Equity whether to enable the Administrative Collateral Agent to consummate a public sale or other disposition of the Pledged Equity or otherwise.