Common use of Lenders Rights and Remedies Clause in Contracts

Lenders Rights and Remedies. (a) While an Event of Default occurs and continues, Lender may, without notice or demand, do any or all of the following: (i) declare all Obligations immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower; (ii) take possession of the Collateral and make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral; and (iii) exercise all rights and remedies available to Lenders under the Transaction Documents or at law or equity, including all remedies provided under the UCC. (b) For the purpose of enabling the Lender to exercise rights and remedies under this Agreement at such time as the Lender shall be lawfully entitled to exercise such rights and remedies and for no other purpose, the Borrower hereby grants to the Lender an irrevocable, non- exclusive license (exercisable without payment of royalty or other compensation to the Borrower) to use, assign or sublicense any of the Intellectual Property, 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 programs used for the compilation or printout thereof. (c) While an Event of Default occurs and continues, subject to any required consents referenced in Section 6(a) below, the Lender may, by written notice to the Borrower, take any or all of the following actions: (i) declare the entire right, title and interest of the Borrower in and to each of the Patents and Trademarks, together with all trademark rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest in the Lender, in which case the Borrower agrees to execute an assignment in form and substance reasonably satisfactory to the Lender of all its rights, title and interest in and to the Patents and Trademarks to the Lender; (ii) take and practice or sell the Patents and take and use or sell the Trademarks and the good will of the Borrower’s business symbolized by the Trademarks and the right to carry on the business and use the assets of the Borrower in connection with which the Trademarks have been used; and (iii) direct the Borrower to refrain, in which event the Borrower shall refrain, from using the Patents and Trademarks in any manner whatsoever, directly or indirectly, and, if requested by the Lender, change the Borrower’s corporate name to eliminate therefrom any use of any mark and execute such other and further documents that the Lender may request in connection with the Borrower’s obligations under this Agreement and to transfer ownership of the Patents and Trademarks, and registrations and any pending trademark application, to the Lender.

Lenders Rights and Remedies. (a) While 9.1 Upon the occurrence of an Event event of Default occurs and continuesdefault, Lender may, without notice or demand, do the Lenders shall be entitled to immediately exercise any or all of the followingfollowing rights and remedies, and the automatic stay provided under Section 362 of the Bankruptcy Code shall be deemed lifted or modified to the extent necessary to allow the Lender to take the actions described in this Section 9.1 without further order of any Court or need for filing a motion for relief or modification of the automatic stay or any other pleading: (ia) declare Declare the Loan to be terminated, whereupon the same shall forthwith terminate; (b) Declare the Obligations to be forthwith due and payable, whereupon all Obligations immediately shall become and be forthwith due and payable, without presentment, demandnotice of dishonor, protest or other further notice of any kind, all of which are the Borrowers hereby waived by the Borrowerexpressly waive; (c) Declare the Lenders’ right to use Cash Collateral to be terminated, where upon the same shall forthwith terminate, provided that, (i) with the written agreement of the Lenders or (ii) take possession pursuant to an order of the Court upon emergency motion and upon no less than three full business days’ notice to Lenders (which may be filed by Borrowers or the Committee), the Debtors may use only that amount of Cash Collateral necessary to preserve and make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest Collateral, which may include ongoing operations for a period not to exceed thirty (30) days or such additional period of time to which Lenders agree in the Collateraltheir sole discretion; and (iiid) Charge the default rate of interest on all Obligations. 9.2 Upon the occurrence of an Event of Default, upon three (3) days’ notice to the Borrowers of Lenders’ intention to exercise the remedies provided in this Section 9.2, the Lenders shall be entitled to immediately exercise any or all of the following rights and remedies, and the automatic stay provided under Section 362 of the Bankruptcy Code shall be deemed lifted or modified to the extent necessary to allow the Lenders to take the actions described in this Section 9.2 without further order of any Court or need for filing a motion for relief or modifications of the automatic stay or any other pleading: (a) Lenders may apply any and all money owing by the Lenders to the Borrowers to the payment of the Obligations, in the Lenders’ sole discretion, subject to and in accordance with Section 9.5 hereof; (b) The Lenders may exercise and enforce any and all rights and remedies available upon default to Lenders under the Transaction Documents or at law or equity, including all remedies provided a secured party under the UCC., including the right to take possession of Collateral, or any evidence thereof, proceeding without judicial process or by judicial process, and the right to sell, lease or otherwise dispose of any or all of the Collateral (with or without giving any warranties as to the Collateral, title to the Collateral or similar warranties), and, in connection therewith, the Borrowers will on demand assemble the Collateral and make it available to the Lenders at a place to be designated by the Lenders which is reasonably convenient to all parties; (bc) For the purpose of enabling the Lender to The Lenders may exercise and enforce their rights and remedies under this Agreement at such time as the Lender shall be lawfully entitled Loan Documents; (d) The Lenders may without regard to any waste, adequacy of the security or solvency of the Borrowers, apply for the appointment of a receiver of the Collateral, to which appointment the Borrowers hereby consent, whether or not foreclosure proceedings have been commenced under the Loan Documents and whether or not a foreclosure sale has occurred; (e) The Lenders may exercise such any other rights and remedies and for no other purpose, available to them by law or agreement; and/or (f) If the Borrower hereby grants to the Lender an irrevocable, non- exclusive license (exercisable without payment of royalty or other compensation to the Borrower) to use, assign or sublicense Lenders sell any of the Intellectual PropertyCollateral on credit, including in such license reasonable access the Obligations will be reduced only to all media in which the extent of payments actually received. If the purchaser fails to pay for the Collateral, the Lenders may resell the Collateral and shall apply any proceeds actually received to the Obligations. 9.3 If, pursuant to an order of the licensed items may be recorded Bankruptcy Court, the Tranche B Lenders or stored and to all computer programs used their designee have been designated as the winning bidder for the compilation assets of the Borrowers (to be effected in an asset sale pursuant to Section 363 of the Bankruptcy Act or printout thereof. (cby a similar transaction pursuant to a Plan of Reorganization) While and an Event of Default occurs and continues, subject to any required consents referenced in Section 6(a) belowis continuing, the Lender may, by written Tranche B Lenders may elect to consummate such sale under Section 363 of the Bankruptcy Code upon not less than three (3) business days’ notice thereof to the Borrower, take any or all Borrowers and the Tranche A Lender upon the payment of the following actions: (i) declare consideration recited in the entire right, title Plan Support Agreement and interest the funding of the Borrower wind down budget contemplated thereby. Any sale shall provide for the payment in and to each full of the Patents and Trademarks, together with all trademark rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest in the Lender, in which case the Borrower agrees to execute an assignment in form and substance reasonably satisfactory to the Lender of all its rights, title and interest in and to the Patents and Trademarks to the Lender; (ii) take and practice or sell the Patents and take and use or sell the Trademarks and the good will of the Borrower’s business symbolized by the Trademarks and the right to carry on the business and use the assets of the Borrower in connection with which the Trademarks have been used; and (iii) direct the Borrower to refrain, in which event the Borrower shall refrain, from using the Patents and Trademarks in any manner whatsoever, directly or indirectly, and, if requested by the Lender, change the Borrower’s corporate name to eliminate therefrom any use of any mark and execute such other and further documents that the Lender may request in connection with the Borrower’s obligations under this Agreement and to transfer ownership of the Patents and Trademarks, and registrations and any pending trademark application, to the LenderTranche A Loan.

Lenders Rights and Remedies. (a) While 9.1 Upon the occurrence and continuance of an Event of Default occurs and continuesafter the expiration of any applicable notice and cure periods without such Event of Default being cured as confirmed by the Lender in writing, the Lender mayshall have the following rights and remedies to be exercised within the sole discretion of the Lender without further demand, presentation or notice, of any kind: (a) The Lender shall have all of those rights and remedies provided in this Agreement and the other Transaction Documents and Applicable Law (including, without limitation, the right to apply any proceeds received by the Lender from the Lender’s exercise of remedies pursuant to this Agreement in accordance with the Intercreditor Agreement); (b) The Lender may terminate its obligation to make any further Advances pursuant to this Agreement, or otherwise, and declare all of the Obligations of the Borrowers to the Lender to be immediately due and payable; provided, that, upon the occurrence of an Event of Default pursuant to Section 8.3(a), (b) or (c), the Lender’s obligation to make any further Advances pursuant to this Agreement, or otherwise shall automatically terminate, and all of the Obligations of the Borrowers to the Lender shall become immediately due and payable; (c) Require the Borrowers to assemble the Collateral and the Subject Collateral and make it available at the principal place of business or other places of business of the Borrowers or other location convenient to the Lender, to allow the Lender to take possession or dispose of the Collateral and the Subject Collateral, in each case, to the extent permitted under Applicable Law; (d) In accordance with Applicable Law, take possession of and, upon notice to the Borrowers and MPIC Provider, sell or demand, do otherwise dispose of any or all of the following:Collateral or the Subject Collateral at public or private sale, the Borrowers agree that ten (10) days notice of any sale or other disposition shall be sufficient, which the Lender and the Borrowers herewith agree to be commercially reasonable and further provided, that (i) the Lender has no obligation to clean-up or otherwise prepare the Collateral or the Subject Collateral for sale, (ii) the Lender may comply with any Applicable Law in connection with a disposition of the Collateral or the Subject Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral or the Subject Collateral, (iii) the Lender may specifically disclaim any warranties of title or the like, and (iv) in the event the Lender sells any Collateral or the Subject Collateral upon credit, which such sale shall require the prior written consent of MPIC Provider, the Borrowers will be credited only with payment actually made by the purchaser, received by the Lender and applied to the Indebtedness of the purchaser. (e) To the extent permitted under Applicable Law, subrogate to all of the Borrowers’ interests, rights and remedies in respect to the Collateral or the Subject Collateral, including the right to stop delivery; (f) Execute in the name of any Borrower any schedules, assignments, instruments, documents and statements which any Borrower is obligated to give the Lender; (g) Receive from all or any accountants and auditors employed by any Borrower at any time during the term of this Agreement copies of any of the Borrowers’ financial statements, trial balances or other accounting records of any sort in its possession, together with any other information concerning the financial status or business operations of the Borrowers; (h) Charge interest on the entire outstanding principal balance of the Loan at the Default Rate; and (i) declare The Lender may send a notice of assignment and/or notice of the Lender’s security interest to any and all Obligations immediately due account debtors or any Person holding or otherwise concerned with any of the Collateral or the Subject Collateral, and payablethe Lender shall have the sole right to enforce the Borrowers’ rights against account debtors and other obligors, including, without presentmentlimitation, demand, protest or other notice the Borrowers’ waiver of any kindright it may have to require the Lender to pursue any third party for any of the Obligations or the Collateral or the Subject Collateral, all of which are hereby waived by collect the Borrower; (ii) accounts receivables and/or take possession of the Collateral and make any payments the Subject Collateral and do any acts it considers necessary or reasonable to protect the Collateral and/or its security interest in the Collateral; and (iii) exercise all rights books and remedies available to Lenders under the Transaction Documents or at law or equity, including all remedies provided under the UCCrecords relating thereto. (b) For 9.2 To the purpose of enabling extent that Applicable Law imposes duties on the Lender to exercise remedies in a commercially reasonable manner, the Borrowers acknowledge and agree that it is not commercially unreasonable for the Lender or the Lender acting through the Collateral Agent, as applicable (a) to fail to incur expenses reasonably deemed significant by the Lender to prepare Collateral or the Subject Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral or the Subject Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral or the Subject Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or the Subject Collateral or to remove liens or encumbrances on or any adverse claims against Collateral or the Subject Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral or the Subject Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the Collateral or the Subject Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, in compliance with any applicable privacy laws, (f) to contact other Persons, whether or not in the same business as the Borrowers, for expressions of interest in acquiring all or any portion of the Collateral or the Subject Collateral, (g) to hire one or more professional auctioneers at market rates to assist in the disposition of Collateral or the Subject Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of assets in wholesale rather than retail markets, (i) to disclaim disposition warranties or (j) to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other third-party professionals at an arm’s length basis and at market rates to assist the Lender in the collection or disposition of any of the Collateral or the Subject Collateral. The Borrowers acknowledge that the purpose of this Section 9.2 is to provide non-exhaustive indications of what actions or omissions by the Lender, or the Lender acting through the Collateral Agent, would not be commercially unreasonable in the Lender’s or the Collateral Agent’s exercise of remedies against the Collateral or the Subject Collateral and that other actions or omissions by the Lender or the Lender acting through the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 9.2. Without limiting upon the foregoing, nothing contained in this Section 9.2 shall be construed to grant any rights to the Borrowers or to impose any duties on the Lender that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 9.2. 9.3 Without limitation of the Lender’s rights and remedies under this Agreement at such time as Agreement, the Lender shall be lawfully entitled have the right, but not the obligation, to exercise such rights and remedies and for no other purpose, the Borrower hereby grants to the Lender an irrevocable, non- exclusive license (exercisable without payment of royalty or other compensation to the Borrower) to use, assign or sublicense any of the Intellectual Property, 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 programs used for the compilation or printout thereof. (c) While an Event of Default occurs and continues, subject to any required consents referenced in Section 6(a) below, the Lender may, by written notice to the Borrower, take any or all of the following actions: (i) declare the entire right, title and interest of the Borrower in and to each of the Patents and Trademarks, together with all trademark rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest in the Lender, in which case the Borrower agrees to execute an assignment in form and substance reasonably satisfactory to the Lender of all its rights, title and interest set forth in and to the Patents and Trademarks to the Lender; (ii) take and practice or sell the Patents and take and use or sell the Trademarks and the good will of the Borrower’s business symbolized by the Trademarks and the right to carry on the business and use the assets of the Borrower other Transaction Documents at any time in connection with which the Trademarks have been used; and (iii) direct the Borrower to refrain, in which event the Borrower shall refrain, from using the Patents and Trademarks in any manner whatsoever, directly or indirectly, and, if requested by the Lender, change the Borrower’s corporate name to eliminate therefrom any use of any mark and execute such other and further documents that the Lender may request in connection accordance with the Borrower’s obligations under this Agreement and to transfer ownership of the Patents and Trademarks, and registrations and any pending trademark application, to the Lenderterms thereof.

Lenders Rights and Remedies. 8.1 Exclusive of the occurrence of an Event of Default, the Lender may: (a) While an Event At least ninety (90) days from the Maturity Date, the Lender shall notify the Borrower if it does not intend to renew this Agreement and terminate its agreement to make loans or advances pursuant to the Line of Default occurs Credit and continues, Lender may, without notice or demand, do demand payment of any or and all Obligations of the following: (i) declare all Obligations immediately Borrower to the Lender, which payment shall be due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by on the BorrowerMaturity Date; (iib) take possession Upon one (1) day's prior notice, call at the Borrower's place of business during the regular business hours of the Collateral Borrower, and at reasonable intervals to be determined by the Lender and, without hindrance or delay, inspect, audit, check and make extracts or copies from the Borrower's books, records, journals, orders, receipts, correspondence, and other data, and inspect the Collateral; (c) Endorse the name of the Borrower upon any payments and do any acts it considers necessary or reasonable all checks, drafts, money orders and other instruments for the payment of monies which are payable to protect the Collateral and/or its security interest in Borrower and constitute proceeds of the Collateral; and (iiid) exercise Receive and have access to printouts and all other information respecting financial records of the Borrower maintained by external computer service companies; and (e) Communicate, in the name of a certified public accountant or public accountant, or in a fictitious name or names, with customers and account debtors of the Borrower to independently verify the Mortgage Loans. 8.2 Upon the occurrence of an Event of Default the Lender shall have the following rights and remedies available to Lenders under be exercised within the Transaction Documents sole discretion of the Lender without further demand, presentation or at law or equitynotice, including of any kind: (a) The Lender shall have all of those rights and remedies provided under in this Agreement, in the UCC.Uniform Commercial Code and other applicable law in force and effect in New Jersey; (b) For The Lender's agreement to make any further loans pursuant to this Agreement, or otherwise, shall cease, and all of the purpose Obligations of enabling the Lender Borrower to exercise rights and remedies under this Agreement at such time as the Lender shall be lawfully entitled to exercise such rights immediately become due and remedies and for no other purpose, the Borrower hereby grants to the Lender an irrevocable, non- exclusive license (exercisable without payment of royalty or other compensation to the Borrower) to use, assign or sublicense any of the Intellectual Property, 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 programs used for the compilation or printout thereof.payable; (c) While an Event In protecting, exercising or enforcing its interests, rights or remedies under this Agreement, receive, open and dispose of Default occurs and continues, subject to any required consents referenced in Section 6(a) below, the Lender may, by written notice mail addressed to the Borrower, provided that the Lender shall return to the Borrower all mail not related to the Collateral, or to any of the Obligations, and in connection therewith, give such notice to any office or officials of the United States Postal Service, or any successor thereof, to effect such changes of address as the Lender may deem necessary so that all mail addressed to the Borrower may be delivered directly to the Lender; (d) Require the Borrower to assemble the Collateral and make it available at the principal place of business or other places of business of the Borrower to allow the Lender to take possession or dispose of the Collateral; (e) Take possession of and sell or otherwise dispose of any or all of the following actions: Collateral at public or private sale, and if notice of such sale or of other action by the Lender is required by applicable law, the Borrower agrees that ten (10) days notice to the Borrower shall be sufficient, which the Lender and the Borrower herewith agree to be commercially reasonable; (f) Subrogate to all of the Borrower's interests, rights and remedies in respect to the Collateral, including the right to stop delivery, and (upon notice from the Borrower that the account debtor has returned, rejected, revoked acceptance of or failed to return the goods or that the goods have been reconsigned or diverted) the right to take possession of and to sell or dispose of the goods; (g) Execute in the name of the Borrower any schedules, assignments, instruments, documents and statements which the Borrower is obligated to give the Lender; (h) Sign financing statements in the name of the Borrower, or file financing statements without the Borrower's signature, in any relevant state to perfect or maintain the Lender's security interest in any or all of the Collateral; and (i) declare Receive from all or any accountants and auditors employed by the entire right, title and interest Borrower at any time during the term of this Agreement copies of any of the Borrower Borrower's financial statements, trial balances or other accounting records of any sort in and to each of the Patents and Trademarkstheir possession, together with all trademark rights and rights of protection to any other information concerning the same, vested, in which event such rights, title and interest shall immediately vest in the Lender, in which case the Borrower agrees to execute an assignment in form and substance reasonably satisfactory to the Lender of all its rights, title and interest in and to the Patents and Trademarks to the Lender; (ii) take and practice financial status or sell the Patents and take and use or sell the Trademarks and the good will business operations of the Borrower’s business symbolized by the Trademarks and the right to carry on the business and use the assets of the Borrower in connection with which the Trademarks have been used; and (iii) direct the Borrower to refrain, in which event the Borrower shall refrain, from using the Patents and Trademarks in any manner whatsoever, directly or indirectly, and, if requested by the Lender, change the Borrower’s corporate name to eliminate therefrom any use of any mark and execute such other and further documents that the Lender may request in connection with the Borrower’s obligations under this Agreement and to transfer ownership of the Patents and Trademarks, and registrations and any pending trademark application, to the Lender.

Lenders Rights and Remedies. (a) While Subject to the provisions of the Bankruptcy Code, upon the occurrence, and during the continuation, of an Event of Default, Lender shall provide Borrower with written notice thereof and the option to cure. If Borrower fails to cure such Event of Default occurs and continueswithin twenty (20) days after delivery of such written notice, Lender may, at its sole and absolute discretion, without notice further notice, and without demand or demandfurther order of the Bankruptcy Court, except to the extent expressly required by the Interim Order or Final Order, as applicable, do any one or all more of the following: (i) declare all Obligations immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived authorized by Borrower: (a) Declare all Obligations, whether evidenced by this Agreement, by any of the Borrowerother Loan Documents, or otherwise, immediately due and payable; (iib) take possession Cease advancing money or extending credit to or for the benefit of Borrower under this Agreement, under any of the Loan Documents, or under any other agreement between Borrower and Lender; (c) Terminate this Agreement and any of the other Loan Documents as to any future liability or obligation of Lender, but without affecting Lender's rights and security interests in the Collateral and without affecting the Obligations; (d) Settle or adjust disputes and claims directly with account debtors for amounts and-upon terms which Lender considers advisable, and in such cases, Lender will credit the Advances with only the net amounts received by Lender in payment of such disputed Accounts after deducting all fees and other expenses owed to Lender and incurred or expended in connection therewith; (e) Cause Borrower to hold all returned Inventory in trust for Lender, segregate all returned Inventory from all other property of Borrower or in Borrower's possession and conspicuously label said returned Inventory as the property of Lender; (f) Without notice to or demand upon Borrower, make any such payments and do any such acts it as Lender considers necessary or reasonable to protect the Collateral and/or its security interest interests in the Collateral; and (iii) exercise all rights and remedies available to Lenders under the Transaction Documents or at law or equity, including all remedies provided under the UCC. (bg) For Without notice to Borrower (such notice being expressly waived), and without constituting a retention of any collateral in satisfaction of an obligation (within the purpose meaning of enabling Section 9-505 of the Lender to exercise rights UCC), set off and remedies under this Agreement at such time as the Lender shall be lawfully entitled to exercise such rights and remedies and for no other purpose, the Borrower hereby grants apply to the Lender an irrevocable, non- exclusive license (exercisable without payment of royalty or other compensation to the Borrower) to use, assign or sublicense Obligations any of the Intellectual Property, including in such license reasonable access to and all media in which any of the licensed items may be recorded or stored and to all computer programs used for the compilation or printout thereof. (c) While an Event of Default occurs and continues, subject to any required consents referenced in Section 6(a) below, the Lender may, by written notice to the Borrower, take any or all of the following actions: (i) declare the entire right, title balances and interest deposits of the Borrower in and to each of the Patents and Trademarks, together with all trademark rights and rights of protection to the same, vested, in which event such rights, title and interest shall immediately vest in the held by Lender, in which case the Borrower agrees to execute an assignment in form and substance reasonably satisfactory to the Lender of all its rights, title and interest in and to the Patents and Trademarks to the Lender; or (ii) take and practice indebtedness at any time owing to or sell for the Patents and take and use credit or sell the Trademarks and the good will account of the Borrower’s business symbolized Borrower held by the Trademarks and the right to carry on the business and use the assets of the Borrower in connection with which the Trademarks have been used; and Lender; (iiih) direct the Borrower to refrain, in which event the Borrower shall refrain, from using the Patents and Trademarks in any manner whatsoever, directly or indirectly, and, if requested by the Lender, change the Borrower’s corporate name to eliminate therefrom any use of any mark and execute such other and further documents that the Lender may request in connection with the Borrower’s obligations under this Agreement and to transfer ownership of the Patents and Trademarks, and registrations and any pending trademark application, Apply to the Lender.Bankruptcy Court, upon three