Common use of Defense of Agent’s and Xxxxxxx’ Interests Clause in Contracts

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances). During the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Default, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA or other Applicable Law. During the continuance of an Event of Default, each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no neither Borrower nor any of its Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During the continuance At any time following demand by Agent for payment of an Event of Defaultall Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower Loan Party nor any of their respective Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Loan Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During the continuance At any time following demand by Agent for payment of an Event of Defaultall Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Borrower Each Loan Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerLoan Party’s possession, they, and each of them, shall be held by such Borrower Loan Party in trust as Agent’s trustee, and such Borrower Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no neither Borrower nor any of its Subsidiaries shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During the continuance At any time following demand by Agent for payment of an Event of Defaultall Obligations, Agent shall have the right to take possession of the indicia of the [PHI Group] Revolving Credit, Term Loan and Security Agreement Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance the Payment in full Full of all of the Obligations and (b) the termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower Loan Party shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions Dispositions otherwise permitted in under Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Loan Party shall use commercially reasonable efforts to defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During At any time following demand by Agent for payment of all Obligations following the occurrence and during the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers the Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Borrower Each Loan Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerLoan Party’s possession, they, and each of them, shall be held by such Borrower Loan Party in trust as Agent’s trustee, and such Borrower Loan Party will immediately promptly deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance the Payment in full Full of all of the Obligations and (b) the termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower Loan Party shall, without Agent’s the Required Lenders’ prior written consent, pledge, sell (except for sales or other dispositions Dispositions otherwise permitted in under Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Loan Party shall use commercially reasonable efforts to defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During At any time following demand by the Required Lenders for payment of all Obligations following the occurrence and during the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent (acting at the direction of the Required Lenders) exercises this right to take possession of the Collateral, Borrowers the Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Borrower Each Loan Party shall, and Agent mayshall, at its optionif directed by the Required Lenders, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerLoan Party’s possession, they, and each of them, shall be held by such Borrower Loan Party in trust as Agent’s trustee, and such Borrower Loan Party will immediately promptly deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations (other than contingent obligations for which no claim has been made) and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower Credit Party shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b))sell, assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the CollateralCollateral (in each case, except as otherwise permitted under this Agreement or the Other Documents). Each Borrower Credit Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During At any time during the continuance of an Event of DefaultDefault and following demand by Agent for payment of all Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers Credit Parties shall, upon demand, assemble it in the best a commercially reasonable manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA or other Applicable Law. During Each Credit Party shall, during the continuance of an Event of Default, each Borrower shallfollowing Agent’s demand made during the continuance of an Event of Default, and Agent may, at its optionwithin two (2) Business Days of demand, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerCredit Party’s possession, they, and each of them, shall be held by such Borrower Credit Party in trust as Agent’s trustee, and such Borrower Credit Party will immediately promptly deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this AgreementTermination Date, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower Loan Party shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions Dispositions otherwise permitted in Section 7.1(b)), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted EncumbrancesEncumbrances and Dispositions permitted under Section 7.1(b), any part of the Collateral. Each Borrower Loan Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During the continuance At any time following demand by Agent for payment of an Event of Defaultall Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During Each Loan Party shall, and following the occurrence and during the continuance of an Event of off Default, each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerLoan Party’s possession, they, and each of them, shall be held by such Borrower Loan Party in trust as Agent’s trustee, and such Borrower Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full in cash of all of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations) and (b) termination of this Agreement, Agent’s security interests in the Collateral shall continue in full force and effect. During such period no Borrower Loan Party shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)Permitted Dispositions), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Loan Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect whatsoever. Subsequent to Permitted Encumbrances). During the continuance occurrence and during the continuation of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: including without limitation, labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers each Loan Party shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agentone of such Loan Party’s locations set forth in Schedule 4.6 hereto. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA UCC or other Applicable Law. During Upon the continuance occurrence and during the continuation of an Event of Default, each Borrower Loan Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers warehouses or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerLoan Party’s possession, they, and each of them, they shall be held by such Borrower Loan Party in trust as Agent’s trustee, and such Borrower Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s 's interests in the Collateral shall continue in full force and effect. During such period no Borrower shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Credit Party shall defend Agent’s 's interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During At any time following demand by Agent for payment of all Obligations after the occurrence and during the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers each Credit Party shall, upon demand, assemble it in the best a manner possible reasonably requested by Agent and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of If an Event of DefaultDefault has occurred and is continuing, at Agent's request, each Borrower Credit Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s 's order and if they shall come into any Borrower’s Credit Party's possession, they, and each of them, shall be held by such Borrower Credit Party in trust as Agent’s 's trustee, and such Borrower Credit Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full in cash of all of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations) and (b) termination of this Agreement, Agent’s security interests in the Collateral shall continue in full force and effect. During such period no Borrower Loan Party shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)Permitted Dispositions), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Loan Party shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect whatsoever. Subsequent to Permitted Encumbrances). During the continuance occurrence and during the continuation of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: including without limitation, labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers each Loan Party shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agentone of such Loan Party’s locations set forth in Schedule 4.5 hereto. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA UCC or other Applicable Law. During Upon the continuance occurrence and during the continuation of an Event of Default, each Borrower Loan Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers warehouses or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerLoan Party’s possession, they, and each of them, they shall be held by such Borrower Loan Party in trust as Agent’s trustee, and such Borrower Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement. 4.7.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance the Payment in full of all Full of the Obligations and (b) termination of this AgreementObligations, Agent’s interests in the U.S. Collateral shall continue in full force and effect. During such period no Borrower shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Domestic Loan Party shall defend Agent’s interests in the U.S. Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During At any time following the occurrence and during the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the U.S. Collateral and the U.S. Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the U.S. Collateral, Borrowers Domestic Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all U.S. Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Borrower Each Domestic Loan Party shall, and Agent may, at its option, during the continuance of an Event of Default, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerDomestic Loan Party’s possession, they, and each of them, shall be held by such Borrower Domestic Loan Party in trust as Agent’s trustee, and such Borrower will Domestic Loan Party will, during the continuance of an Event of Default, immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this AgreementObligations, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower or Guarantor shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower and each Guarantor shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During the continuance At any time following demand by Agent for payment of an Event of Defaultall Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers and Guarantors shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA or other Applicable Law. During the continuance of an Event of Default, Each Borrower and each Borrower Guarantor shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s or any Guarantor’s possession, they, and each of them, shall be held by such Borrower or Guarantor in trust as Agent’s trustee, and such Borrower or Guarantor will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations (other than Inchoate Obligations) and (b) termination of all obligations of Agent and the Lenders to make any Advances hereunder and termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower Credit Party shall, without Agent’s prior written consent, pledge, sell (except for sales or Inventory in the ordinary course of business and other dispositions otherwise permitted in Section 7.1(b)Collateral to the extent not constituting an Asset Sale), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted EncumbrancesEncumbrances and except as permitted by Section 7.1, any part of the Collateral. Each Borrower shall use commercially reasonable efforts to defend Agent’s interests in any material portion of the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During At any time following demand by Agent for payment of all Obligations after the occurrence and during the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers each Borrower shall, upon demand, assemble it in the best manner possible requested by Agent, to the extent commercially reasonable, and make it available to Agent at a place reasonably convenient to Agent. In addition, with respect to all Collateral, at all times following the occurrence and during the continuance of an Event of Default, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During Following the occurrence and during the continuance of an Event of Default, each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrowersuch Credit Party’s possession, they, and each of them, shall be held by such Borrower Credit Party in trust as Agent’s trustee, and such Borrower Credit Party will immediately promptly deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s 's interests in the Collateral shall continue in full force and effect. During such period no Borrower Loan Party shall, without Agent’s 's prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower Loan Party shall defend Agent’s 's interests in the Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During the continuance At any time following demand by Agent for payment of an Event of Defaultall Obligations, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers the Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Borrower Each Loan Party shall, and Agent may, at its option, during the continuance of an Event of 268323208 Xxxxxxx, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s 's order and if they shall come into any Borrower’s Loan Party's possession, they, and each of them, shall be held by such Borrower Loan Party in trust as Agent’s 's trustee, and such Borrower will Loan Party will, during the continuance of an Event of Default, immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s security interests in the US Collateral shall continue in full force and effect. During such period no Borrower US Loan Party shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)) hereof), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the US Collateral. Each Borrower US Loan Party shall defend Agent’s interests in the US Collateral against any and all Persons whatsoever (except with respect to Permitted Encumbrances)whatsoever. During the continuance At any time following demand by Agent for payment of an Event of Defaultall Obligations, Agent shall have the right to take possession of the indicia of the US Collateral and the US Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the US Collateral, Borrowers US Loan Parties shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Defaultwith respect to all US Collateral, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA Code or other Applicable Law. During the continuance of an Event of Default, each Borrower US Loan Party shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any BorrowerUS Loan Party’s possession, they, and each of them, shall be held by such Borrower US Loan Party in trust as Agent’s trustee, and such Borrower US Loan Party will immediately deliver them to Agent in their original form together with any necessary endorsement.

Defense of Agent’s and Xxxxxxx’ Interests. Until (a) payment and performance in full of all of the Obligations and (b) termination of this Agreement, Agent’s interests in the Collateral shall continue in full force and effect. During such period no Borrower shall, without Agent’s prior written consent, pledge, sell (except for sales or other dispositions otherwise permitted in Section 7.1(b)), assign, transfer, create or suffer to exist a Lien upon or encumber or allow or suffer to be encumbered in any way except for Permitted Encumbrances, any part of the Collateral. Each Borrower shall defend Agent’s interests in the Collateral against any and all Persons whatsoever (except with respect to [Innovex] 2nd A&R Credit Agreement 95 Permitted Encumbrances). During the continuance of an Event of Default, Agent shall have the right to take possession of the indicia of the Collateral and the Collateral in whatever physical form contained, including: labels, stationery, documents, instruments and advertising materials. If Agent exercises this right to take possession of the Collateral, Borrowers shall, upon demand, assemble it in the best manner possible and make it available to Agent at a place reasonably convenient to Agent. In addition, during the continuance of an Event of Default, Agent and Lenders shall be entitled to all of the rights and remedies set forth herein and further provided by the Uniform Commercial Code, the PPSA or other Applicable Law. During the continuance of an Event of Default, each Borrower shall, and Agent may, at its option, instruct all suppliers, carriers, forwarders, warehousers or others receiving or holding cash, checks, Inventory, documents or instruments in which Agent holds a security interest to deliver same to Agent and/or subject to Agent’s order and if they shall come into any Borrower’s possession, they, and each of them, shall be held by such Borrower in trust as Agent’s trustee, and such Borrower will immediately deliver them to Agent in their original form together with any necessary endorsement.