Common use of Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default Clause in Contracts

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, then and in every such case, Collateral Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Pledgor's premises where any of the Pledged Collateral is located and remove such Pledged Collateral and use in connection with such removal any and all services, supplies, aids and other facilities of Pledgor. (ii) Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Agent; provided, however, that in the event that any such payments are made directly to Pledgor, prior to receipt by any such obligor of such instruction, Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Agent. (iii) Sell, assign or otherwise liquidate, or direct Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation. (iv) Take possession of the Pledged Collateral or any part thereof, by directing Pledgor in writing to deliver the same to Collateral Agent at any place or places so designated by Collateral Agent, in which event Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral Agent and there delivered to Collateral Agent; (B) store and keep any Pledged Collateral so delivered to Collateral Agent at such place or places pending further action by Collateral Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement. Upon application to a court of equity having jurisdiction, Collateral Agent shall be entitled to a decree requiring specific performance by Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreementoccurred, then and in every such case, Collateral Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Pledgor's premises where any of the Pledged Collateral is located and remove such Pledged Collateral and use in connection with such removal any and all services, supplies, aids and other facilities of Pledgor. (ii) Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Agent; provided, however, that in the event that any such payments are made directly to Pledgor, prior to receipt by any such obligor of such instruction, Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Agent. (iii) Sell, assign or otherwise liquidate, or direct Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation. (iv) Take possession of the Pledged Collateral or any part thereof, by directing Pledgor in writing to deliver the same to Collateral Agent at any place or places so designated by Collateral Agent, in which event Pledgor shall at its own expense: (Aa) forthwith cause the same to be moved to the place or places designated by Collateral Agent and there delivered to Collateral Agent; (Bb) store and keep any Pledged Collateral so delivered to Collateral Agent at such place or places pending further action by Collateral Agent; and (Cc) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement. Upon application to a court of equity having jurisdiction, Collateral Agent shall be entitled to a decree requiring specific performance by Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, then and in every such case, Collateral Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Pledgor's premises where any of the Pledged Collateral is located and remove such Pledged Collateral and use in connection with such removal any and all services, supplies, aids and other facilities of Pledgor.. DRAFT: March 21, 1997 H:\WPCDOCS\1186\141511 (ii) Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Agent; provided, however, that in the event that any such payments are made directly to Pledgor, prior to receipt by any such obligor of such instruction, Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Agent. (iii) Sell, assign or otherwise liquidate, or direct Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation. (iv) Take possession of the Pledged Collateral or any part thereof, by directing Pledgor in writing to deliver the same to Collateral Agent at any place or places so designated by Collateral Agent, in which event Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral Agent and there delivered to Collateral Agent; (B) store and keep any Pledged Collateral so delivered to Collateral Agent at such place or places pending further action by Collateral Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement. Upon application to a court of equity having jurisdiction, Collateral Agent shall be entitled to a decree requiring specific performance by Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If Subject to any necessary prior or subsequent FCC approval, if an Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreementoccurred, then and in every such case, Collateral Agent may: (i) : Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from Pledgor Pledgors or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Pledgor's Pledgors' premises where any of the Pledged Collateral is located and remove such Pledged Collateral and use in connection with such removal any and all services, supplies, aids and other facilities of Pledgor. (ii) Pledgors. Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables Receivables, the Contracts and Contractsthe System Agreements) constituting the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Agent; provided, however, that in the event that any such payments are made directly to PledgorPledgors, prior to receipt by any such obligor of such instruction, Pledgor Pledgors shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Agent. (iii) . ______________________________________ Footnote continued from previous page. Sell, assign or otherwise liquidate, or direct Pledgor Pledgors to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation. (iv) . Take possession of the Pledged Collateral or any part thereof, by directing Pledgor Pledgors in writing to deliver the same to Collateral Agent at any place or places so designated by Collateral Agent, in which event Pledgor Pledgors shall at its their own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral Agent and there delivered to Collateral Agent; (B) store and keep any Pledged Collateral so delivered to Collateral Agent at such place or places pending further action by Collateral Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Pledgor's Pledgors' obligation to deliver the Pledged Collateral is of the essence of this Agreement. Upon application to a court of equity having jurisdiction, Collateral Agent shall be entitled to a decree requiring specific performance by Pledgor Pledgors of such obligation. Collateral Agent shall be entitled to the appointment, as a matter of right and without giving notice to any Pledgor, of a receiver with respect to the Pledged Collateral, without regard to the adequacy or inadequacy of any Pledged Collateral for the Secured Obligations or the solvency or insolvency of any Person or entity then legally or equitably liable for the Secured Obligations or any portion thereof, and each Pledgor does hereby irrevocably consent to such appointment. Any such receiver shall have all the usual qualifications, powers and duties of receivers in similar cases, including the full power to conduct the business of such Pledgor. Subject to the provisions of Section 30 of this Agreement, Collateral Agent may assume the rights and obligations under any System Agreement, and in connection therewith request that any Pledgor or its subsidiaries immediately take all steps and actions necessary for the ______________________________________ Footnote continued from previous page. assignment of such System Agreements to Collateral Agent, and such Pledgor or its subsidiaries shall immediately take all such steps and actions necessary for the effective assignment of such System Agreements to Collateral Agent, including, without limitation, the execution of an assignment of lease and obtaining the consent of any Persons which is or may be required for the assignment of such System Agreements to Collateral Agent. Collateral Agent shall have the right to seek specific performance of Pledgors' obligations under this Section 10 in accordance with Section 30 of this Agreement.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an any Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, then and in every such case, Collateral Administrative Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor's premises where any of the Pledged Collateral is located and located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor.; (ii) Instruct Demand, sue for, collect or receive xxx money or property at any time payable or receivable in respect of the Pledged Collateral, including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting part of the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Administrative Agent, and in connection with any of the foregoing, compromising, settling, extending the time for payment and making other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Administrative Agent.; (iii) Sell, assign or otherwise liquidate, or direct any Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation.; (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to Collateral Administrative Agent at any place or places so designated by Collateral Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral Administrative Agent and there delivered to Collateral Administrative Agent; , (B) store and keep any Pledged Collateral so delivered to Collateral Administrative Agent at such place or places pending further action by Collateral Administrative Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement; (v) Withdraw all moneys, instruments, securities and other property in any financial account of any Pledgor for application to the Secured Obligations as provided in Section 14 hereof; (vi) Retain and apply the Distributions to the Secured Obligations as provided in Section 14 hereof; and (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral. Upon application to a court of equity having jurisdiction, Collateral Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, then and in every such case, Collateral Agent mayshall, in accordance with the terms of and at the times specified in the Indenture: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon Pledgor's premises where any of the Pledged Collateral is located and remove such Pledged Collateral and use in connection with such removal any and all services, supplies, aids and other facilities of Pledgor. (ii) Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Agent; provided, however, that in the event that any such payments are made directly to Pledgor, prior to receipt by any such obligor of such instruction, Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Agent. (iii) Sell, assign or otherwise liquidate, or direct Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation. (iviii) Take possession of the Pledged Collateral or any part thereof, by directing Pledgor in writing to deliver the same to Collateral Agent at any place or places so designated by Collateral Agent and reasonably convenient to Pledgor and Collateral Agent, in which event Pledgor shall at its own expense: (Aa) forthwith cause the same to be moved to the place or places so designated by Collateral Agent and there to be delivered to Collateral Agent; (Bb) store and keep any Pledged Collateral so delivered to Collateral Agent at such place or places pending further action by Collateral Agent; and (Cc) while the Pledged Collateral shall be so stored and kept, provide such security guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement. Upon application to a court of equity having jurisdiction, Collateral Agent shall be entitled to a decree requiring specific performance by Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an any Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, then and in every such case, Collateral Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor's premises where any of the Pledged Collateral is located and remove such Pledged Collateral and use in connection with such removal any and all services, supplies, aids and other facilities of any Pledgor.; (ii) Instruct the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting part of the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Agent; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Agent.; (iii) Sell, assign or otherwise liquidate, or direct any Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation.; (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to Collateral Agent at any place or places so designated by Collateral Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral Agent and there delivered to Collateral Agent; , (B) store and keep any Pledged Collateral so delivered to Collateral Agent at such place or places pending further action by Collateral Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement; (v) Retain and apply the Distributions to the Secured Obligations as provided in Section 13 hereof; and (vi) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of any and all consensual rights and powers with respect to any Pledged Collateral. Upon application to a court of equity having jurisdiction, Collateral Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If any Event of Default shall have occurred and be continuing, the Pledgors shall, at the request of the Administrative Agent, notify account debtors and other persons obligated on any of the Pledged Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Pledged Collateral and that payment thereof is to be made directly to the Administrative Agent or to any financial institution designated by the Administrative Agent as the Administrative Agent's agent therefor, and the Administrative Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon the Pledgors, so notify account debtors and other persons obligated on Pledged Collateral. After the making of such a request or the giving of any such notification, each Pledgor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Pledged Collateral received by such Pledgor as trustee for the Administrative Agent without commingling the same with other funds of such Pledgor and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Administrative Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Pledged Collateral received by the Administrative Agent to the Secured Obligations or hold such proceeds as additional Pledged Collateral, at the option of the Administrative Agent. (b) If any Event of Default shall have been declared due occurred and payable in accordance with the Credit Agreementbe continuing, then and in every such case, Collateral the Administrative Agent may: (i) Personallypersonally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may without liability for trespass enter upon any Pledgor's premises where any of the Pledged Collateral is located and located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor.; (ii) Instruct demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral, including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting part of the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral the Administrative Agent, and in connection with any of the foregoing, compromising, settling, extending the time for payment and making other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral the Administrative Agent.; (iii) Sellsell, assign or otherwise liquidate, or direct any Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation.; (iv) Take take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to Collateral the Administrative Agent at any place or places so designated by Collateral the Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral the Administrative Agent and there delivered to Collateral the Administrative Agent; , (B) store and keep any Pledged Collateral so delivered to Collateral the Administrative Agent at such place or places pending further action by Collateral the Administrative Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement; (v) withdraw all moneys, instruments, securities and other property in any financial or deposit account of any Pledgor for application to the Secured Obligations as provided in Section 14 hereof; (vi) retain and apply the Distributions to the Secured Obligations as provided in Section 14 hereof; and (vii) exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral. Upon application to a court of equity having jurisdiction, Collateral the Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If any Event of Default shall have occurred and be continuing, the Pledgors shall, at the request of the Administrative Agent, notify account debtors and other persons obligated on any of the Pledged Collateral of the security interest of the Administrative Agent in any account, chattel paper, general intangible, instrument or other Pledged Collateral and that payment thereof is to be made directly to the Administrative Agent or to any financial institution designated by the Administrative Agent as the Administrative Agent's agent therefor, and the Administrative Agent may itself, if an Event of Default shall have occurred and be continuing, without notice to or demand upon the Pledgors, so notify account debtors and other persons obligated on Pledged Collateral. After the making of such a request or the giving of any such notification, each Pledgor shall hold any proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Pledged Collateral received by such Pledgor as trustee for the Administrative Agent without commingling the same with other funds of such Pledgor and shall turn the same over to the Administrative Agent in the identical form received, together with any necessary endorsements or assignments. The Administrative Agent may apply the proceeds of collection of accounts, chattel paper, general intangibles, instruments and other Pledged Collateral received by the Administrative Agent to the Secured Obligations or hold such proceeds as additional Pledged Collateral, at the option of the Administrative Agent. (b) If any Event of Default shall have been declared due occurred and payable in accordance with the Credit Agreementbe continuing, then and in every such case, Collateral the Administrative Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor's premises where any of the Pledged Collateral is located and located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor.; (ii) Instruct Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral, including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting part of the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral the Administrative Agent, and in connection with any of the foregoing, compromising, settling, extending the time for payment and making other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral the Administrative Agent.; (iii) Sell, assign or otherwise liquidate, or direct any Pledgor to sell, assign or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment or liquidation.; (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to Collateral the Administrative Agent at any place or places so designated by Collateral the Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral the Administrative Agent and there delivered to Collateral the Administrative Agent; , (B) store and keep any Pledged Collateral so delivered to Collateral the Administrative Agent at such place or places pending further action by Collateral the Administrative Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement; (v) Withdraw all moneys, instruments, securities and other property in any financial account of any Pledgor for application to the Secured Obligations as provided in Section 14 hereof; (vi) Retain and apply the Distributions to the Secured Obligations as provided in Section 14 hereof; and (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral. Upon application to a court of equity having jurisdiction, Collateral the Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an any Event of Default shall have occurred and be continuing, continuing and the Secured Obligations Lenders shall have been declared due and payable exercised their remedies in accordance with Section 10 of the Credit Agreement, then and in every such case, Collateral Administrative Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of law, and for that purpose may enter upon any Pledgor's premises where any of the Pledged Collateral is located and located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor.; (ii) Instruct Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral, including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting part of the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral Administrative Agent, and in connection with any of the foregoing, compromising, settling, extending the time for payment and making other modifications with respect thereto; providedPROVIDED, howeverHOWEVER, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral Administrative Agent.; (iii) Sell, assign assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign assign, grant a license to use or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment assignment, license or liquidation.; (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to Collateral Administrative Agent at any place or places so designated by Collateral Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral Administrative Agent and there delivered to Collateral Administrative Agent; , (B) store and keep any Pledged Collateral so delivered to Collateral Administrative Agent at such place or places pending further action by Collateral Administrative Agent; and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them in good condition. Each Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement; (v) Withdraw all moneys, instruments, securities and other property in any financial account of any Pledgor for application to the Secured Obligations as provided in SECTION 13 hereof; (vi) Retain and apply the Distributions to the Secured Obligations as provided in SECTION 13 hereof; and (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral. Upon application to a court of equity having jurisdiction, Collateral Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation.

Remedies upon Default; Obtaining the Pledged Collateral upon Event of Default. (a) If an any Event of Default shall have occurred and be continuing, and the Secured Obligations have been declared due and payable in accordance with the Credit Agreement, then and in every such case, Collateral the Administrative Agent may: (i) Personally, or by agents or attorneys, immediately take possession of the Pledged Collateral or any part thereof, from any Pledgor or any other Person who then has possession of any part thereof with or without notice or process of lawlaw so long as no breach of the peace occurs, and for that purpose may enter upon any Pledgor's premises where any of the Pledged Collateral is located and located, remove such Pledged Collateral, remain present at such premises to receive copies of all communications and remittances relating to the Pledged Collateral and use in connection with such removal and possession any and all services, supplies, aids and other facilities of any Pledgor.; (ii) Instruct Demand, xxx for, collect or receive any money or property at any time payable or receivable in respect of the Pledged Collateral, including, without limitation, instructing the obligor or obligors on any agreement, instrument or other obligation (including, without limitation, the Receivables and Contracts) constituting part of the Pledged Collateral to make any payment required by the terms of such instrument or agreement directly to Collateral the Administrative Agent, and in connection with any of the foregoing, compromising, settling, extending the time for payment and making other modifications with respect thereto; provided, however, that in the event that any such payments are made directly to any Pledgor, prior to receipt by any such obligor of such instruction, such Pledgor shall segregate all amounts received pursuant thereto in a separate account and pay the same as promptly as practicable to Collateral the Administrative Agent.; (iii) Sell, assign assign, grant a license to use or otherwise liquidate, or direct any Pledgor to sell, assign assign, grant a license to use or otherwise liquidate, any or all investments made in whole or in part with the Pledged Collateral or any part thereof, and take possession of the proceeds of any such sale, assignment assignment, license or liquidation.; (iv) Take possession of the Pledged Collateral or any part thereof, by directing any Pledgor in writing to deliver the same to Collateral the Administrative Agent at any place or places so designated by Collateral the Administrative Agent that is reasonably convenient to such Pledgor and the Administrative Agent, in which event such Pledgor shall at its own expense: (A) forthwith cause the same to be moved to the place or places designated by Collateral the Administrative Agent that is reasonably convenient to such Pledgor and the Administrative Agent and there delivered to Collateral the Administrative Agent; , (B) store and keep any Pledged Collateral so delivered to Collateral the Administrative Agent at such place or places pending further action by Collateral the Administrative Agent; , and (C) while the Pledged Collateral shall be so stored and kept, provide such security and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain them such Pledged Collateral in good condition, ordinary wear and tear excepted. Each Pledgor's obligation to deliver the Pledged Collateral is of the essence of this Agreement; (v) Withdraw all moneys, instruments, securities and other property in any financial account of any Pledgor for application to the Secured Obligations as provided in Section 13 hereof; (vi) Retain and apply the Distributions to the Secured Obligations as provided in Section 13 hereof; and (vii) Exercise any and all rights as beneficial and legal owner of the Pledged Collateral, including, without limitation, perfecting assignment of and exercising any and all voting, consensual and other rights and powers with respect to any Pledged Collateral. Upon application to a court of equity having jurisdiction, Collateral the Administrative Agent shall be entitled to a decree requiring specific performance by any Pledgor of such obligation.