Common use of Remedies; Obtaining the Collateral Upon Default Clause in Contracts

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Event of Default, to the extent any such action is not inconsistent with the Confirmation Order, the Lender shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may: perform all acts attendant to the Loans extended hereunder and to exercise all remedies in the case of any Event of Default hereunder; personally, or by agents or attorneys, retake possession of the Collateral or any part thereof, from Borrowers and their Subsidiaries or any other Person who then has possession of any part thereof with or without notice or process of law (but subject to any applicable laws), and for that purpose may enter upon Borrowers' or any of their Subsidiaries' premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Borrowers or any of their Subsidiaries; sell, assign or otherwise liquidate, or direct Borrowers or any of their Subsidiaries to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; apply any and all funds held by the Collateral Agent, on behalf of the Lenders, to the Obligations hereunder; and take possession of the Collateral or any part thereof, by directing Borrowers and any of their Subsidiaries in writing to deliver the same to the Collateral Agent at any place or places designated by the Collateral Agent, in which event Borrowers and any of their Subsidiaries shall at their own expense:

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Event of Default, to the extent any such action is not inconsistent with the Confirmation OrderOrder and the Intercreditor and Subordination Agreement, the Lender Administrative Agent or the Collateral Agent on behalf of the Lenders, the Administrative Agent and the Collateral Agent shall have all rights as a secured creditor under the UCC in all relevant jurisdictions and may: perform all acts attendant to the Loans extended hereunder and to exercise all remedies in the case of any Event of Default hereunder; personally, or by agents or attorneys, retake possession of the Collateral or any part thereof, from Borrowers and their Subsidiaries or any other Person who then has possession of any part thereof with or without notice or process of law (but subject to any applicable laws), and for that purpose may enter upon Borrowers' or any of their Subsidiaries' premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Borrowers or any of their Subsidiaries; sell, assign or otherwise liquidate, or direct Borrowers or any of their Subsidiaries to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; apply any and all funds held by the Collateral Agent, on behalf of the Lenders, the Administrative Agent and the Collateral Agent to the Obligations hereunder; and take possession of the Collateral or any part thereof, by directing Borrowers and any of their Subsidiaries in writing to deliver the same to the Administrative Agent or the Collateral Agent at any place or places designated by the Administrative Agent or the Collateral Agent, in which event Borrowers and any of their Subsidiaries shall at their own expense:: forthwith cause the same to be moved to the place or places so designated by the Administrative Agent or the Collateral Agent and there delivered to the Administrative Agent or the Collateral Agent; while the Collateral shall be stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and it being understood that Borrowers or any of their Subsidiaries obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to the Bankruptcy Court, the Administrative Agent or the Collateral Agent shall be entitled to a decree requiring specific performance by Borrowers or any of their Subsidiaries of such obligation.

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Each Assignor agrees that, if any Event of DefaultDefault shall have occurred and be continuing, to the extent any then and in every such action is not inconsistent with the Confirmation Ordercase, the Lender Collateral Agent, in addition to any rights now or hereafter existing under applicable law and under the other provisions of this Agreement, shall have all rights as a secured creditor under any UCC, and such additional rights and remedies to which a secured creditor is entitled under the UCC laws in effect in all relevant jurisdictions and may: perform all acts attendant to the Loans extended hereunder and to exercise all remedies in the case of any Event of Default hereunder; personally, or by agents or attorneys, retake immediately take possession of the Collateral or any part thereof, from Borrowers and their Subsidiaries such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law (but subject to any applicable laws)law, and for that purpose may enter upon Borrowers' or any of their Subsidiaries' such Assignor’s premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Borrowers such Assignor; instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Accounts and the Contracts) constituting the Collateral to make any payment required by the terms of such agreement, instrument or other obligation directly to the Collateral Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; instruct all depository banks and other depository institutions which have entered into a Deposit Account Control Agreement with the Collateral Agent to transfer all monies, securities and instruments held by such depositary bank or other depository institution to the Cash Collateral Account in accordance with the terms of the respective Deposit Account Control Agreement (including by issuing a “Notice of Exclusive Control” in accordance with the terms thereof); withdraw all monies, securities and instruments in the Cash Collateral Account and/or in any other Deposit Account maintained with the Collateral Agent or any of their Subsidiariesother Secured Creditor (or any affiliate thereof) for application to the Obligations in accordance with Section 7.4 hereof; sell, assign or otherwise liquidateliquidate any or all of the Collateral or any part thereof in accordance with Section 7.2 hereof, or direct Borrowers or any of their Subsidiaries such Assignor to sell, assign or otherwise liquidate, liquidate any or all of the Collateral or any part thereof, and and, in each case, take possession of the proceeds of any such sale or liquidation; apply any and all funds held by the Collateral Agent, on behalf of the Lenders, to the Obligations hereunder; and take possession of the Collateral or any part thereof, by directing Borrowers and any of their Subsidiaries such Assignor in writing to deliver the same to the Collateral Agent at any reasonable place or places designated by the Collateral Agent, in which event Borrowers and any of their Subsidiaries such Assignor shall at their its own expense:

Remedies; Obtaining the Collateral Upon Default. Upon the occurrence and during the continuance of an Each Assignor agrees that, if any Event of DefaultDefault shall have occurred and be continuing, then and in every such case, subject to the extent any such action is not inconsistent with the Confirmation Ordermandatory requirements of applicable law then in effect, the Lender Collateral Agent, in addition to any rights now or hereafter existing under applicable law, shall have all rights as a secured creditor under the UCC Uniform Commercial Code in all relevant jurisdictions and maymay also: perform all acts attendant to the Loans extended hereunder and to exercise all remedies in the case of any Event of Default hereunder; (a) personally, or by agents or attorneys, immediately retake possession of the Collateral or any part thereof, from Borrowers and their Subsidiaries such Assignor or any other Person who then has possession of any part thereof with or without notice or process of law (but subject to any applicable laws)law, and for that purpose may enter upon Borrowers' or any of their Subsidiaries' such Assignor's premises where any of the Collateral is located and remove the same and use in connection with such removal any and all services, supplies, aids and other facilities of Borrowers such Assignor; and (b) instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and the Contracts) constituting the Collateral to make any payment required by the terms of their Subsidiariessuch agreement, instrument <PAGE> 17 EXHIBIT H Page 12 or other obligation directly to the Collateral Agent and may exercise any and all remedies of such Assignor in respect of such Collateral; and (c) withdraw all monies, securities and instruments in the Cash Collateral Account for application to the Obligations in accordance with Section 7.4 hereof; and (d) sell, assign or otherwise liquidate, or direct Borrowers or any of their Subsidiaries the relevant Assignor to sell, assign or otherwise liquidate, any or all of the Collateral or any part thereof, and take possession of the proceeds of any such sale or liquidation; apply any and all funds held by the Collateral Agent, on behalf of the Lenders, to the Obligations hereunder; and (e) take possession of the Collateral or any part thereof, by directing Borrowers and any of their Subsidiaries the relevant Assignor in writing to deliver the same to the Collateral Agent at any place or places reasonably designated by the Collateral Agent, in which event Borrowers and any of their Subsidiaries such Assignor shall at their its own expense:: (i) forthwith cause the same to be moved to the place or places so designated by the Collateral Agent and there delivered to the Collateral Agent, and (ii) store and keep any Collateral so delivered to the Collateral Agent at such place or places pending further action by the Collateral Agent as provided in Section 7.2 hereof, and (iii) while the Collateral shall be so stored and kept, provide such guards and maintenance services as shall be necessary to protect the same and to preserve and maintain them in good condition; and (f) license or sublicense, whether on an exclusive or nonexclusive basis, any Marks, Patents or Copyrights included in the Collateral for such term and on such conditions and in such manner as the Collateral Agent shall in its sole judgment determine; it being understood that each Assignor's obligation so to deliver the Collateral is of the essence of this Agreement and that, accordingly, upon application to a court of equity having jurisdiction, the Collateral Agent shall be entitled to a decree requiring specific performance by such Assignor of said obligation. 7.2.