Common use of Code and Other Remedies Clause in Contracts

Code and Other Remedies. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the Shared Collateral Secured 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 New York UCC or any other applicable law. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared 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 Newco Subordinated Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Pledged 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 any Shared Collateral 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. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, any Shared Collateral 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 Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor further agrees, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, at the Shared Collateral Agent’s request, to assemble the Pledged Collateral and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated Guarantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4, 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 Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantor. To the extent permitted by applicable law, each Newco Subordinated Guarantor waives all claims, damages and demands it may acquire against the Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition.

Code and Other Remedies. Subject (a) Upon (i) the occurrence and during the continuance of an Event of Default, and (ii) the Agent’s notice of its intent to exercise such rights to the provisions of the Subordinated Guarantee Intercreditor Agreement, if an Enforcement Event shall have occurred and be continuing, upon the request of the requisite Shared Collateral Secured Parties, relevant Grantor or Grantors in accordance with the Intercreditor last paragraph of Section 7.1 of the Credit Agreement, each Grantor agrees to deliver each item of Collateral to the Shared Collateral Agent promptly after demand therefor, and it is agreed that the Agent, on behalf of the Shared Collateral Secured 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 Canadian Obligations, all rights and remedies of a secured party under the New York UCC or the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Newco Subordinated Guarantor Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Canadian Borrower Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Pledged Secured Parties, 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 any Shared Collateral 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. Subject , it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the Subordinated Guarantee Intercreditor Agreementcommercially reasonable standards under the UCC or PPSA, as applicable, with respect to any Shared Collateral disposition of Collateral. Each 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 Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated GuarantorGrantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor further agreesTo the fullest extent permitted by applicable law, subject each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the provisions extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the Subordinated Guarantee Intercreditor Agreementtime and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Agent may sell the Collateral without giving any warranties as to the Collateral. The Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Agent, at the Shared direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent’s requestsold at any such public sale, to assemble the Pledged Collateral use and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated Guarantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4, 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 Pledged Canadian Obligations as a credit on account of the purchase price for any Collateral payable by the Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or in any way relating portion thereof shall be treated as a sale thereof and the Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the Pledged return of the Collateral or any portion thereof subject thereto, notwithstanding the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and fact that after the payment by Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated GuarantorCanadian Obligations paid in full. To the extent permitted by applicable law, each Newco Subordinated Guarantor Grantor waives all claims, damages and demands it may acquire against the Shared Collateral Agent or any Secured Parties Party arising out of the exercise by them of any of their rights hereunder. If any notice Each Grantor further agrees, at the Agent’s reasonable request, if an Event of a proposed sale Default has occurred and is continuing, to assemble the Collateral and make it available to the Agent at places which the Agent shall reasonably select, whether at such Grantor’s premises or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionelsewhere.

Code and Other Remedies. Subject If an Event of Default shall occur and be continuing and following the giving of five (5) calendar days’ notice to the provisions Borrower (the “Remedies Notice Period”), and subject in any event to the terms and conditions of the Subordinated Guarantee Intercreditor AgreementDIP Order (with respect to the applicable Grantors), if an Enforcement Event shall have occurred and be continuing, upon the request Collateral Agent may exercise in respect of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Agent, on behalf of the Shared Collateral Secured Parties, may exerciseCollateral, in addition to all other rights and remedies granted provided for herein or otherwise available to them in this Agreement it and subject in any other instrument or agreement securing, evidencing or relating event to the Obligationsterms and conditions of the DIP Order (with respect to the applicable Grantors), all the rights and remedies of a secured party upon default under the New York UCC or any other applicable law. Without limiting the generality of the foregoinglaw and also may, subject with notice to the provisions of relevant Grantor, sell the Subordinated Guarantee Intercreditor Agreement, the Shared 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 Newco Subordinated Guarantor or any other Person (all and each of which demands, defenses, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, and/or may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Pledged Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels at one or more public or private sale or sales, at any exchange, broker’s board or office of the Collateral Agent or any Shared Collateral Secured Party 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 at such price or prices and upon such other terms as are commercially reasonable irrespective of the impact of any credit risksuch sales on the market price of the Collateral. Subject The Collateral Agent shall be authorized at any such sale (if it deems it advisable to do so) to restrict the prospective bidders or purchasers of Collateral to Persons who will represent and agree that they are purchasing the Collateral for their own account for investment and not with a view to the provisions distribution or sale thereof, and, upon consummation of any such sale, the Subordinated Guarantee Intercreditor AgreementCollateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each purchaser at any Shared such sale shall hold the property sold absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and/or appraisal that it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Collateral Agent and any Secured Party shall have the right upon any such public sale or salessale, and, to the extent permitted by law, upon any such private sale or salessale, to purchase the whole or any part of the Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated Guarantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor further agreesand, subject to the provisions terms of the Subordinated Guarantee Intercreditor DIP Credit Agreement, the Collateral Agent or such Secured Party may pay the purchase price by crediting the amount thereof against the Secured Obligations. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Collateral Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Collateral Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. To the extent permitted by law, each Grantor hereby waives any claim against the Collateral Agent arising by reason of the fact that the price at which any Collateral may have been sold at such a private sale was less than the price that might have been obtained at a public sale, even if the Collateral Agent accepts the first offer received and does not offer such Collateral to more than one offeree. Each Grantor further agrees, at the Shared Collateral Agent’s request, request to assemble the Pledged Collateral and make it available to the Shared Collateral Agent Agent, at places which the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated GuarantorGrantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared The Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4, 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 Pledged Collateral or in any way relating to the Pledged Collateral or the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, 5.5 in accordance with the provisions of Section 7.3, and only after such application and after the payment by the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated Guarantor. To the extent permitted by applicable law, each Newco Subordinated Guarantor waives all claims, damages and demands it may acquire against the Shared Collateral Secured Parties arising out of the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other disposition5.4.

Code and Other Remedies. Subject (a) Upon (i) the occurrence and during the continuance of an Event of Default, and (ii) the Administrative Agent’s notice of its intent to exercise such rights to the provisions relevant Grantor or Grantors, each Grantor agrees to deliver each item of Collateral to the Subordinated Guarantee Intercreditor AgreementAdministrative Agent promptly after demand therefor, if an Enforcement Event shall have occurred and be continuing, upon it is agreed that the request of the requisite Shared Collateral Secured Parties, in accordance with the Intercreditor Agreement, the Shared Collateral Administrative Agent, on behalf of the Shared Collateral Secured 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 Canadian Obligations, all rights and remedies of a secured party under the New York UCC or the PPSA (whether or not the New York UCC or the PPSA applies to the affected Collateral) or its rights under any other applicable lawlaw or in equity. Without limiting the generality of the foregoing, subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Administrative Agent, without demand of performance or other demand, defense, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon any Newco Subordinated Guarantor Grantor or any other Person (all and each of which demands, defensespresentments, protests, defenses (other than the defense of payment or performance of the Discharge of Canadian Borrower Obligations), advertisements and notices are hereby waivedwaived to the extent permitted by applicable law), may in such circumstances forthwith collect, receive, appropriate and realize upon the Pledged Collateral, or any part thereof, or consent to the use by any Grantor of any cash collateral arising in respect of the Collateral on such terms as the Administrative Agent deems reasonable, and/or may forthwith sell, lease, license, assign, give option or options to purchase, or otherwise dispose of and deliver deliver, or acquire by credit bid on behalf of the Pledged Secured Parties, 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 any Shared Collateral 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. Subject , it being understood that any sale pursuant to the provisions of this Section 6.5 shall be deemed to conform to the Subordinated Guarantee Intercreditor Agreementcommercially reasonable standards under the UCC or the PPSA, as applicable, with respect to any Shared Collateral disposition of Collateral. Each 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 Pledged Collateral so sold, free of any right or equity of redemption in any Newco Subordinated GuarantorGrantor, which right or equity is hereby waived and released. Each Newco Subordinated Guarantor further agreesTo the fullest extent permitted by applicable law, subject each purchaser at any such sale shall hold the property sold to it absolutely free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the provisions extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. Each Grantor agrees that, to the extent notice of sale shall be required by law, at least ten days’ notice to such Grantor of the Subordinated Guarantee Intercreditor Agreementtime and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Administrative Agent shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. The Administrative Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral. The Administrative Agent may specifically disclaim or modify any warranties of title or the like. To the fullest extent permitted by applicable law, this procedure will not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Grantor agrees that it would not be commercially unreasonable for the Administrative Agent to dispose of the Collateral or any portion thereof by using Internet sites that provide for the auction of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and sellers of assets. Each such purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives (to the extent permitted by law) all rights of redemption, stay and appraisal which such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. As an alternative to exercising the power of sale herein conferred upon it, the Administrative Agent may proceed by a suit or suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver. In the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition, and the Administrative Agent, at the Shared direction of the Required Lenders, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral Agent’s requestsold at any such public sale, to assemble the Pledged Collateral use and make it available to the Shared Collateral Agent at places which the Shared Collateral Agent shall reasonably select, whether at such Newco Subordinated Guarantor’s premises or elsewhere. Subject to the provisions of the Subordinated Guarantee Intercreditor Agreement, the Shared Collateral Agent shall apply the net proceeds of any action taken by it pursuant to this Section 7.4, 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 Pledged Canadian Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent on behalf of the Secured Parties at such sale or other disposition. For purposes hereof, a written agreement to purchase the Collateral or in any way relating portion thereof shall be treated as a sale thereof and the Administrative Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the Pledged return of the Collateral or any portion thereof subject thereto, notwithstanding the rights of the Shared Collateral Secured Parties hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in accordance with Section 7.3, and only after such application and fact that after the payment by Administrative Agent shall have entered into such an agreement all Events of Default shall have been remedied and the Shared Collateral Agent of any other amount required by any provision of law, including, without limitation, Section 9-615(a)(3) of the New York UCC, need the Shared Collateral Agent account for the surplus, if any, to any Newco Subordinated GuarantorCanadian Obligations paid in full. To the extent permitted by applicable law, each Newco Subordinated Guarantor Grantor waives all claims, damages and demands it may acquire against the Shared Collateral Administrative Agent or any Secured Parties Party arising out of the exercise by them of any of their rights hereunder. If Each Grantor further agrees, at the Administrative Agent’s reasonable request, if an Event of Default has occurred and is continuing, 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 have the right to enter onto the property where any notice Collateral is located without any obligation to pay rent and take possession thereof with or without judicial process. The Administrative Agent shall have no obligation to marshal any of a proposed sale or other disposition of Pledged Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least 10 days before such sale or other dispositionthe Collateral.