Common use of Rights Upon Default Clause in Contracts

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. If any event of default exists, Lender maymay exercise in any order one or more of the remedies described in the lettered subparagraphs of this section, and Borrower shall perform its obligations imposed thereby: (a) Lender may require Borrower to turnover any and all Collateral to Lender. (b) Lender or its agent may repossess any or all Collateral wherever found, may enter the premises where the Collateral is located and disconnect, render unusable and remove it, and may use such premises without charge to store or show the Collateral for sale. (c) Lender may sell any or all Collateral at public or private sale, with or without advertisement or publication, may lease or otherwise dispose of it or may use, hold or keep it. (d) Lender may require Borrower to pay to Lender on a date specified by Lender, (i) all accrued and unpaid interest, late charges and other amounts due under the Note or this Agreement as of such date, plus (ii) the remaining principal balance of the Note as of such date, plus (iii) interest at the Overdue Rate on the total of the foregoing (“Overdue Rate” means an interest rate per annum equal to the higher of 12% or 2% over the Prime Rate, but not to exceed the highest rate permitted by applicable law). If an event of default under section 12(f) of this Agreement exists, then Borrower will be automatically liable to pay Lender the foregoing amounts as of the next installment payment date under the Note unless Lender otherwise elects in writing. (e) Borrower shall pay all reasonable costs, expenses and damages incurred by Lender because of the event of default or its actions under this section, including, without limitation any time collection agency and/or attorney fees and from time expenses, any costs related to time after the occurrence repossession, safekeeping, storage, repair, reconditioning or disposition of the Collateral. (f) Lender may ▇▇▇ to enforce Borrower’s performance of its obligations under the Note and during the continuance of an Event of Default, whether this Agreement and/or may exercise any other right or remedy then available to Lender at law or in equity. Lender is not required to take any legal process or give Borrower any notice before or after notification to any Customer and whether before or after the maturity of exercising any of the Obligations: (A) enforce collection above remedies. If Lender is required to give notice, 10 calendar days advanced notice is reasonable notification. None of the above remedies is exclusive, but each is cumulative and in addition to any other remedy available to Lender. Lender’s exercise of one or more remedies shall not preclude its exercise of any other remedy. No action taken by Lender shall release Borrower from any of its obligations to Lender. No delay or failure on the part of Lender to exercise any right hereunder shall operate as a waiver thereof nor as an acquiescence in any default, nor shall any single or partial exercise of any right preclude any other exercise thereof or the exercise of any other right. After any default, Lender’s acceptance of any payment by Borrower under the Note or this Agreement shall not constitute a waiver by Lender of such default, regardless of Lender’s knowledge or lack of knowledge at the time of such payment, and shall not constitute a reinstatement of the Accounts (including Note or this Agreement if this Agreement has been declared in default by Lender, unless Lender has agreed in writing to reinstate this Agreement and to waive the default. With respect to any Collateral or any Obligation, Borrower assents to all Eligible Accounts) and Receipts of the Credit Parties extensions or other amounts owed postponements to the Credit Parties by suit time of payment thereof or otherwise; (B) exercise all any other indulgence in connection therewith, to each substitution, exchange or release of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts)Collateral, Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts)party primarily or secondarily liable, Receipts, or other amounts owed to the Credit Parties, acceptance of partial payment thereof or to the settlement or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including thereof, all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon in such terms, for such amount matter and at such time or times as Lender deems may deem advisable. If Lender actually repossesses any Collateral, then it will use commercially reasonable efforts under the then current circumstances to attempt to mitigate its damages; (E) prepareprovided, file and sign that Lender shall not be required to sell, lease or otherwise dispose of any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated Collateral prior to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ expense, notify any parties obligated on enforcing any of the Accounts (including all Eligible Accounts) remedies described above. Lender may sell or lease the Collateral in any manner it chooses, free and Receipts to make payment directly to Lender clear of any claims or rights of Borrower and without any duty to account to Borrower with respect thereto except as provided below. If Lender actually sells or leases the Collateral, it will credit the net proceeds of any sale of the Collateral, or the net present value (discounted at the then current Prime Rate) of the rents payable under any new lease of the Collateral, against the amounts due or Borrower owes Lender. The term “net” as used above shall mean such amount after deducting the costs and expenses described in clause (e) above of this section. Borrower shall remain liable for any deficiency if the net proceeds are insufficient to become due thereunderpay all amounts to which Lender is entitled hereunder.

Rights Upon Default. Lender mayUpon the occurrence of any Default and at any time thereafter, the Secured Party shall have the right to declare the Obligations, or any of them, immediately due and payable without notice, demand or protest, all of which are hereby waived, and shall have the following rights and remedies of a secured party under the UCC or available to the Secured Party under the Obligations or Loan Documents; all such rights and remedies being cumulative, not exclusive and enforceable alternatively, successively or concurrently: (a) The right to enter at any time and from time to time after time, with or without judicial process or the occurrence aid and during assistance of others, any premises where any Collateral may be located; (b) The right without resistance or interference by Debtor, to take possession of the continuance Collateral; and/or dispose of an Event any Collateral where located; and/or require Debtor to assemble and make available to the Secured Party at the expense of Default, whether before Debtor any Collateral at a place designated by the Secured Party which is reasonably convenient to both parties; (c) The right to remove any Collateral from where it is located for the purpose of effecting sale or after notification to any Customer other disposition thereof (and whether before or after the maturity of if any of the Obligations: Collateral consists of motor vehicles the Secured Party may use Debtor’s license plates); (Ad) enforce collection The right to sell, resell, lease, assign and deliver, grant options for or otherwise dispose of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties Collateral in its then condition or other amounts owed to the Credit Parties by suit following any commercially reasonable preparation or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Defaultprocessing, at the Credit Parties’ expensepublic or private sale or proceedings or otherwise, notify by one or more contracts, in one or more parcels, at the same or different times, with or without having the Collateral at the place of sale or other disposition, for cash and/or credit, and upon any parties obligated on terms, at such place(s) and time(s) and to such person(s) as the Secured Party deems best, all without demand, notice or advertisement whatsoever except that where an applicable statute requires reasonable notice of sale or other disposition Debtor hereby agrees that the sending of three (3) days notice by ordinary mail, postage prepaid, to any address of Debtor set forth in this Security Agreement shall be deemed reasonable notice thereof. If any Collateral is sold by the Secured Party upon credit or for future delivery, the Secured Party shall not be liable for the failure of the Accounts (including all Eligible Accounts) purchaser to pay for same and Receipts in such event the Secured Party may resell such Collateral. The Secured Party may buy any Collateral at any public sale and, if any Collateral is of a type customarily sold in a recognized market or is of the type which is subject to a standard price quotations, the Secured Party may buy such Collateral at such price at private sale and in each case may make payment directly to Lender of therefore by any amounts due or to become due thereundermeans.

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. Lender may, at any time and from time to time after (a) [Reserved]. (b) Upon the occurrence and during the continuance of an any Event of Default, whether before or after notification to any Customer and whether before or after (1) the maturity of any Administrative Agent, upon the written request of the Obligations: Majority Backstop Lenders, shall (Asubject to the terms of this Agreement), (i) enforce collection of any deliver a notice to the Borrower of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at (ii) terminate the Credit Parties’ expenseFacility Amounts, notify and thereupon the Facility Amounts shall terminate immediately unless and until the Majority Backstop Lenders and the Administrative Agent shall reinstate the same in writing, (iii) declare the Loans then outstanding to be due and payable in whole (or in part, in which case any parties obligated on principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrower accrued hereunder and under the Loan Documents), shall become due and payable immediately, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby waived by the Borrower and each Guarantor and (iv) terminate the DIP Facility and (2) upon five (5) Business Day’s written notice to the Borrower and the Administrative Agent from the Majority Backstop Lenders, in their sole and absolute discretion, the automatic stay of Section 362 of the Bankruptcy Code shall be terminated without order of the Bankruptcy Court, without the need for filing any motion for relief from the automatic stay or any other pleading, for the purpose of permitting the Lenders to do any of the Accounts following: (including i) direct the Administrative Agent to foreclose on the Collateral; (ii) enforce all Eligible Accountsof their rights under the Guaranty; (iii) charge the default rate of interest on the Loans; and Receipts (iv) declare the principal of and accrued interest, fees and expenses constituting the obligations under the DIP Facility to make payment directly be due and payable. (c) In addition to Lender the foregoing, upon the occurrence of any amounts due Event of Default, the Administrative Agent, with the consent of the Majority Backstop Lenders, in accordance with the provisions of this Agreement may exercise any or all of its rights and remedies provided by law or pursuant to become due thereunderthe Loan Documents. (d) Notwithstanding the foregoing, any exercise of remedies under this Agreement or any other Loan Document is subject to the requirement that the Administrative Agent give five Business Days’ prior written notice to the Debtors, counsel for the Debtors, the Office of the U.S. Trustee, and counsel for any official committee of unsecured creditors appointed in the Cases in accordance with the terms of the DIP Order, during which period the Borrower may seek an emergency hearing before the Bankruptcy Court for the purpose of determining whether an Event of Default has occurred. During the five Business Day notice period, the Borrower may use proceeds of the Loans or cash collateral of the Lenders to (i) fund operations in accordance with Section 6.22, including the Permitted Variances, and (ii) fund the Carve Out.

Rights Upon Default. Lender may, at any time and from time to time after Upon the occurrence and during the continuance happening of an Event of DefaultDefault specified in Subsections 7.01 (f) or (g), whether before or after notification to any Customer and whether before or after the maturity of any obligations of the Obligations: (A) enforce collection of Banks and the LC Issuer to make Credit Extensions hereunder shall automatically terminate and all Obligations then outstanding hereunder and the interest accrued thereon shall automatically become immediately due and payable without any election or action on the part of the Accounts (including all Eligible Accounts) and Receipts of Agent, any Bank or the Credit Parties or other amounts owed to LC Issuer. Upon the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence happening and during the continuance continuation of an any other Event of Default, at the Credit Parties’ expenseAgent may, notify any parties obligated on any or upon the request of the Accounts Required Banks, the Agent shall terminate or suspend the obligations of the Banks and the LC Issuer to make Credit Extensions hereunder, or declare the Obligations to be immediately due and payable, or both, and upon such declaration with respect to the Obligations they shall become immediately due and payable. In either case, the entire principal and interest shall thereupon become immediately due and payable, without notice (including all Eligible Accountsincluding, without limitation, notice of intent to accelerate maturity or notice of acceleration of maturity) and Receipts without presentment, demand, protest, notice of protest or other notice of default or dishonor of any kind, except as provided to the contrary elsewhere herein, all of which are hereby expressly waived by the Borrower. If, within thirty (30) days after acceleration of the maturity of the Obligations or termination of the obligations of the Banks and LC Issuer to make payment directly to Lender Credit Extensions hereunder as the result of any amounts Event of Default (other than any Event of Default specified in subsections 7.01(f) or (g)) and before any judgement or decree for the payment of the Obligations due shall have been obtained or entered, the Required Banks (in their sole discretion) shall direct with respect to become due thereunderthe Obligations relating to the Loans or the LC Issuer (in its sole discretion) shall direct with respect to Obligations relating to Facility LCs, the Agent shall, by notice to the Borrower, rescind and annul such acceleration and/or termination.

Rights Upon Default. Lender mayUpon the occurrence and continuation of any Event of Default, Lessor, at its option, may declare this Lease to be in default (provided, however, that, in the case of an occurrence of any Event of Default described in Section 19.1(e) or (f), no such declaration shall be required) and take one or more of the following actions: (a) Lessor may take all steps to protect and enforce the rights of Lessor or the obligations of Lessee hereunder, whether by action, suit or proceeding at Applicable Law or in equity (for the specific performance of any covenant, condition or agreement contained in this Lease, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable remedy) or otherwise as Lessor shall deem advisable to protect and enforce any rights of Lessor hereunder or to enforce the obligations of Lessee hereunder; (b) Lessor may terminate this Lease by giving a written termination notice to Lessee specifying a date not less than THIRTY (30) days after the date of such notice on which the Term shall terminate and on such date the Term and the estate granted hereunder shall expire and terminate and all rights of Lessee under this Lease and the Operative Agreements to which it is a party shall cease on the termination date so specified; or (c) Lessor, whether or not this Lease shall have been terminated pursuant to clause (b) of this Section 20.1, shall have the right to terminate Lessee's right to possession hereunder and to re-enter and take possession of the Leased Property hereunder or any part thereof by giving a written notice to Lessee to quit the Leased Property and surrender possession thereof on a date not less than THIRTY (30) days after the date of such notice, whereupon the right of Lessee to the possession of the Leased Property hereunder shall cease and terminate on such date, and Lessee shall be required to surrender the Leased Property to Lessor in accordance with Article 13 hereof and Lessor shall have the immediate and continuing right then and at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before thereafter without further notice to re-enter upon or after notification to any Customer and whether before or after the maturity of any take possession of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all Leased Property or any part of any Accounts thereof with or without legal proceedings (including all Eligible Accountssummary or otherwise), Receiptsto remove all Persons and property therefrom to hold vacant the Leased Property, or other amounts owed to the Credit Parties, relet or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessaryit, in Lender’s sole discretion, each case as Lessor may elect to fulfill the Credit Parties’ obligations under this Agreement do. Lessor shall have no liability to Lessee for or by reason of such entry or taking of possession and the other Loan Documents and during such possession. Should Lessor elect to allow Lender reenter as herein provided or should Lessor take possession pursuant to collect the Accounts (including all Eligible Accounts), Receipts, legal proceedings or other amounts owed to the Credit Parties. In addition pursuant to any other provision notice provided for by Applicable Law or upon termination of this Lease pursuant to clause (b) of this Section 20.1 or termination of Lessee's right to possession pursuant to this clause (c) of this Section 20.1 or otherwise as permitted by Applicable Law, Lessee shall peaceably quit and surrender the Leased Property to Lessor in the condition required by Article 13 hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ ' name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s 's sole discretion, to fulfill the Credit Parties’ ' obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ ' expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties Borrower by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties Borrower with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit PartiesBorrower; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit PartiesBorrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit PartiesBorrower, or other amount owed to the Credit PartiesBorrower, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ Borrower’s name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit PartiesBorrower; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ Borrower’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit PartiesBorrower. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ Borrower’s expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, subject to any applicable notice or cure period set forth in Section 12, whether before or after notification to any Credit Party or any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts Securities Collateral of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), ReceiptsSecurities Collateral, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), ReceiptsSecurities Collateral, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts Securities Collateral of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s reasonable sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), ReceiptsSecurities Collateral, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, subject to any applicable notice or cure period set forth in Section 12, at the Credit Parties’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts Securities Collateral to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; (F) have access to the Credit Parties’ operating accounts, through the Credit Parties’ online banking system, or otherwise, to make remittances of any revenues deposited therein into the Payment Account as required hereby; (G) have access to any lock box or postal box into which any of the Credit Parties’ mail is deposited, and open and process all mail addressed to the Credit Parties and deposited therein; and (FH) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. Lender may, at any time and from time to time after Upon the occurrence and during the or continuance of an Event of Default, whether before or after notification the Collateral Agent may, subject to any Customer and whether before or after the maturity of any Intercreditor Agreement, exercise in respect of the Obligations: Collateral (Ai) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of a secured party under the UCC, (ii) all of the rights and remedies provided for in this Agreement, the Loan Agreement or the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; Agreement and (Fiii) do all such other acts rights and things which are necessaryremedies as may be provided by law or otherwise. The Company further, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence effective upon and during the continuance continuation of an Event of Default, subject to the Intercreditor Agreement, authorizes the Collateral Agent and does hereby irrevocably make, constitute and appoint the Collateral Agent and any officer or Collateral Agent thereof, with full power of substitution, as the Company's true and lawful attorney-in-fact with full power, in its own name or in the name of the Company: (a) to endorse any notes, checks, drafts, money orders or other instruments of payment relating to the Collateral or in connection therewith, to sign and endorse any invoices, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (b) to give written notice to such officials of the United States Post Office to effect such change or changes of address so that all mail addressed to the Company may be delivered directly to a Post Office Box or to such other depository as may be selected by the Collateral Agent and to receive, open and dispose of mail addressed to the Company; (c) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (d) to receive payment of, receipt for, settle, compromise or adjust and give discharges and releases for or in respect of any and all moneys, claims and other amounts due and to become due at any time under or rising out of the Credit Parties’ expenseCollateral; (e) to defend any suit, notify action or proceeding brought against the Company with respect to any parties obligated on Collateral; (f) to settle, compromise or adjust any suit, action or proceeding described above and in connection therewith, to give such discharges or releases as the Collateral Agent may deem appropriate and, generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Accounts Collateral as fully and completely as though the Collateral Agent was the absolute owner thereof for all purposes; and (including g) without limiting the generality of the foregoing and with respect to the Accounts; (i) to take, demand, collect, receive and give acquittances, releases and receipts for any and all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts moneys due or to become due thereunderin the name of the Company or in the name of the Collateral Agent or otherwise and to take possession of and endorse and collect any notes, checks, drafts, money orders or other instruments of payment (including payments payable under or with respect to any policy of insurance) relating thereto or in connection therewith and to file any claim and to take any other action in any court of law or equity or otherwise deemed appropriate by the Collateral Agent for the purpose of collecting any and all such moneys whenever payable relating thereto, although the Collateral Agent shall not be required or be obligated in any manner to make any demand or to make any inquiry as to the nature of sufficiency of any payment received by it, or to present or file any claim or take any action to collect or enforce the payment of any amounts which may have been assigned to it or to which it may be entitled hereunder at any time or times; and (ii) to direct obligors respecting Accounts or any other party liable for the payment thereof to make payment of any and all moneys at any time payable in connection therewith directly to the Collateral Agent or to an agent specified by it; and notwithstanding the foregoing, neither this Agreement nor the receipt by the Collateral Agent of any payment pursuant thereto or hereto shall cause the Collateral Agent to be under any obligation or liability in any respect to any obligor or any other party for the performance or observance of any of the representations, warranties, conditions or terms of any invoice, agreement or other document issued or executed in connection with the Accounts and in connection with the foregoing, the Company agrees that upon the occurrence and continuation of an Event of Default (1) it will not renew or extend the time of payment of any Account other than in the ordinary course of business, (2) it will furnish to the Collateral Agent all original invoices or papers which relate to the creation of the Account, and (3) with respect to any Accounts which are collected by the Company, it will remit such collections promptly to the Collateral Agent in the form received (with appropriate endorsements) and, until remitted, it will hold such collections in trust for the Collateral Agent.

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the existence and continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties any Borrower or other amounts owed to the Credit Parties any Borrower by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties each Borrower with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Partieseach Borrower; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Partieseach Borrower, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Partiesany Borrower, or other amount owed to the Credit Partiesany Borrower, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ Borrower’s name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Partiesany Borrower; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ each Borrower’s obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Partieseach Borrower. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit PartiesBorrowers’ expense, notify any parties obligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.

Rights Upon Default. Lender may, at any time and from time to time after the occurrence and during the continuance of an Event of Default, whether before or after notification to any Customer and whether before or after the maturity of any of the Obligations: (A) enforce collection of any of the Accounts (including all Eligible Accounts) and Receipts of the Credit Parties or other amounts owed to the Credit Parties by suit or otherwise; (B) exercise all of the rights and remedies of the Credit Parties with respect to Proceedings brought to collect any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties; (C) surrender, release or exchange all or any part of any Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties, or compromise or extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; (D) sell or assign any Account (including all Eligible Accounts) or Receipts of the Credit Parties, or other amount owed to the Credit Parties, upon such terms, for such amount and at such time or times as Lender deems advisable; (E) prepare, file and sign any Credit Parties’ name on any proof of claim in bankruptcy or other similar document against any Customer or other Person obligated to the Credit Parties; and (F) do all other acts and things which are necessary, in Lender’s sole discretion, to fulfill the Credit Parties’ obligations under this Agreement and the other Loan Documents and to allow Lender to collect the Accounts (including all Eligible Accounts), Receipts, or other amounts owed to the Credit Parties. In addition to any other provision hereof, Lender may at any time after the occurrence and during the continuance of an Event of Default, at the Credit Parties’ expense, notify any parties obligated bligated on any of the Accounts (including all Eligible Accounts) and Receipts to make payment directly to Lender of any amounts due or to become due thereunder.