Common use of PPSA Remedies Clause in Contracts

PPSA Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the Lenders, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the PPSA or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Upon written demand from the Administrative Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent an absolute assignment of all of such Grantor's right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by law. Each Grantor further agrees, at the Administrative Agent's request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent and the Lenders hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 6.5 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of the exercise by them of any rights hereunder, except for gross negligence or willful misconduct on the part of the Administrative Agent or such Lender. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 20 days before such sale or other disposition.

PPSA Remedies. If an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the LendersSecured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the PPSA or any other applicable law. Without limiting the generality of the foregoing, the Administrative Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's board or office of the Administrative Collateral Agent or any Lender other Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Upon written demand from the Administrative Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent an absolute assignment of all of such Grantor's right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. The Administrative Agent or any Lender Any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by law. Each Grantor further agrees, at the Administrative Collateral Agent's request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Collateral Agent and the Lenders Secured Parties hereunder, including, without limitation, reasonable attorneys' fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 6.5 hereof, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law law, need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable law, each Grantor waives all claims, damages and demands it may acquire against the Administrative Collateral Agent or any Lender Secured Party arising out of the exercise by them of any rights hereunder, except for gross negligence or willful misconduct on the part of the Administrative Collateral Agent or such LenderSecured Party. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 20 days before such sale or other disposition.

PPSA Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the LendersSecured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the PPSA or any other applicable lawLaw. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. The Administrative Agent shall incur no liability as a result of the sale of the Collateral, or any part thereof, at any private sale conducted in a commercially reasonable manner. Upon written demand from the Administrative Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Administrative Agent an absolute assignment of all of such Grantor's ’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Administrative Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. The Administrative Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by lawLaw. Each Grantor further agrees, at the Administrative Agent's ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent Agent, the Lenders and the Lenders other Secured Parties hereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 6.5 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law Law need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent Agent, any Lender or any Lender other Secured Party arising out of the exercise by them of any rights hereunder, except for gross negligence or willful misconduct on the part of the Administrative Agent or any such LenderPerson. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 20 days before such sale or other disposition.

PPSA Remedies. If an Event of Default shall occur and be continuing, the Administrative Agent, on behalf of the LendersSecured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the PPSA or any other applicable lawLaw. Without limiting the generality of the foregoing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Agent, the Revolver Agent or any Lender or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Upon written demand from the Administrative Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Administrative Agent an absolute assignment of all of such Grantor's ’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Administrative Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. The Administrative Agent, the Revolver Agent or any Lender shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by lawLaw. Each Grantor further agrees, at the Administrative Agent's ’s request, to assemble the Collateral and make it available to the Administrative Agent at places which the Administrative Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent Agent, the Revolver Agent, the Lenders and the Lenders other Secured Parties hereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 6.5 hereof, and only after such application and after the payment by the Administrative Agent of any other amount required by any provision of law Law need the Administrative Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent Agent, the Revolver Agent, any Lender or any Lender other Secured Party arising out of the exercise by them of any rights hereunder, except for gross negligence negligence, bad faith or willful misconduct on the part of the Administrative Agent or any such LenderPerson. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 20 days before such sale or other disposition.

PPSA Remedies. If Subject to the terms of the Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Administrative Collateral Agent, on behalf of the LendersSecured Parties, may exercise, in addition to all other rights and remedies granted to them in this Agreement and in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies of a secured party under the PPSA or any other applicable lawLaw. Without limiting the generality of the foregoing, and subject to the Administrative terms of the Intercreditor Agreement, the Collateral Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law Law referred to below) to or upon any Grantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, have assigned to it, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell, lease, license, sublicense, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at any exchange, broker's ’s board or office of the Administrative Collateral Agent or any Lender Secured Party or elsewhere upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk. Upon Subject to the terms of the Intercreditor Agreement, and upon written demand from the Administrative Collateral Agent, each Grantor shall grant, assign, convey or otherwise transfer to the Collateral Agent an absolute assignment of all of such Grantor's ’s right, title and interest in and to the Intellectual Property and shall execute and deliver to the Collateral Agent such documents as are necessary or appropriate to carry out the intent and purposes of this Agreement. The Administrative Collateral Agent or any Lender Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted by lawLaw, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in any Grantor, which right or equity is hereby waived and released to the extent permitted by lawLaw. Each Grantor further agrees, at the Administrative Collateral Agent's ’s request, to assemble the Collateral and make it available to the Administrative Collateral Agent at places which the Administrative Collateral Agent shall reasonably select, whether at such Grantor's ’s premises or elsewhere. The Administrative Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 6.6, after deducting all reasonable costs and expenses of every kind incurred in connection therewith or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of the Administrative Agent Collateral Agent, the Holders and the Lenders other Secured Parties hereunder, including, without limitation, reasonable attorneys' ’ fees and disbursements, to the payment in whole or in part of the Obligations, in the order set forth in Section 6.5 hereof, and only after such application and after the payment by the Administrative Collateral Agent of any other amount required by any provision of law Law need the Administrative Collateral Agent account for the surplus, if any, to any Grantor. To the extent permitted by applicable lawLaw, each Grantor waives all claims, damages and demands it may acquire against the Administrative Agent Collateral Agent, any Holder or any Lender other Secured Party arising out of the exercise by them of any rights hereunder, except for gross negligence negligence, bad faith or willful misconduct on the part of the Administrative Agent or any such LenderPerson. If any notice of a proposed sale or other disposition of Collateral shall be required by lawLaw, such notice shall be deemed reasonable and proper if given at least 20 days before such sale or other disposition.