Common use of Rights and Remedies Upon Event of Default Clause in Contracts

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent or its designees may (i) deliver a Notice of Exclusive Control to the Deposit Bank under the Control Agreement; (ii) take control of the Proceeds of any Collateral; (iii) without limiting Section 8.2, exercise any consensual or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof of claim in bankruptcy against an account debtor. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law) to or upon any Loan Party 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 Collateral, or any part thereof, and/or may, subject to Section 8.4(c), forthwith sell, lease, 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 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. The Administrative Agent or 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 Loan Party, which right or equity is hereby waived and released. Each Loan Party 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 Loan Party’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken by it pursuant to this Section 8.4 with respect to any Collateral, after deducting all reasonable out-of- pocket costs and expenses 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 Secured Parties hereunder with respect thereto, including, without limitation, reasonable attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in the order specified in Section 8.3. To the extent permitted by applicable law, each Loan Party waives all claims, damages and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them of any rights hereunder. 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 3 days before such sale or other disposition.

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or its designees may (i) deliver a Notice of Exclusive Control to the Deposit Bank under the Control Agreement; (ii) take control of the Proceeds of any Collateral; (iii) without limiting Section 8.2agreement securing, exercise any consensual evidencing or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof Secured Obligations, all rights and remedies of claim in bankruptcy against an account debtora secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any the notice required by lawspecified below of time and place of public or private sale) to or upon any Loan Party the Grantors or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waivedexpressly waived to the maximum extent not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, ship, advertise for sale or lease and sell or lease (in such circumstances the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to Section 8.4(c), and may forthwith sell, lease, assign, give an option or options to purchase, purchase or sell or otherwise dispose of and deliver the said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at public or private sale or sales, at any exchange, exchange or broker’s board or office at any of the Administrative Agent or any Secured Party Agent’s offices 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 riskrisk and (iii) exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Grantor authorizes the Administrative Agent, on the terms set forth in this Section 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which, in the opinion of the Administrative Agent, appears to be prior or superior to its security interest. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by law, upon any such private sale or sales, to purchase the whole or any part of the said Collateral so sold, free of any right or equity of redemption in any Loan Partyredemption, which right or equity is of redemption each Grantor hereby waived releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and releasedmay specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Loan Party Subject to applicable 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 Loan Partyany Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(g), below, and Grantors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by it pursuant to this Section 8.4 with respect to any Collateral, after deducting all reasonable out-of- pocket costs and expenses 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 of any other amount required by any provision of law, including Section 9608(a)(1)(C) of the Secured Parties hereunder with respect theretoUCC (or any other then applicable provision of the UCC), includingneed the Administrative Agent account for the surplus, without limitation, reasonable attorneys’ fees and disbursements of outside counselif any, to the payment in whole or in part of the Obligations, in the order specified in Section 8.3Grantors. To the maximum extent permitted not prohibited by applicable law, each Loan Party Grantor waives all claims, damages damages, and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them repossession, retention or sale of the Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. Each Grantor agrees that the Administrative Agent need not give more than ten (10) days’ prior written notice (which notification shall be given in accordance with the Credit Agreement) of the time and place of any rights hereunder. If any notice of a proposed public sale or other of the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, and Grantors shall also be required liable for the attorneys’ fees or costs of any attorneys employed by law, the Administrative Agent to collect such notice shall be deemed reasonable and proper if given at least 3 days before such sale or other dispositiondeficiency.

Rights and Remedies Upon Event of Default. (a) Upon the occurrence and during the continuance of an If any Event of DefaultDefault shall occur and be continuing, the Administrative Agent may exercise, in addition to all other rights and remedies granted to it under this Security Agreement, the Credit Agreement, the other Loan Documents and under any other instrument or its designees may (i) deliver a Notice of Exclusive Control to the Deposit Bank under the Control Agreement; (ii) take control of the Proceeds of any Collateral; (iii) without limiting Section 8.2agreement securing, exercise any consensual evidencing or voting rights in respect of the Collateral; (iv) institute and prosecute legal and equitable proceedings to enforce collection of, or realize upon, any of the Collateral; and (v) endorse the name of any Loan Party upon any items of payment relating to the Collateral or upon any proof Secured Obligations, all rights and remedies of claim in bankruptcy against an account debtora secured party under applicable law, including, without limitation, the UCC. Without limiting the generality of the foregoing, if an Event of Default shall occur and be continuing, each Grantor expressly agrees that in any such event the Administrative Agent, without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any the notice required by lawspecified below of time and place of public or private sale) to or upon any Loan Party the Grantors or any other Person person (all and each of which demands, defenses, advertisements and notices are hereby waivedexpressly waived to the maximum extent not prohibited by the UCC and other applicable law), shall have the right to collect the Proceeds from all Collateral (including, without limitation, dividends or distributions on Pledged Collateral) and may (i) reclaim, take possession, recover, store, maintain, finish, repair, prepare for sale or lease, ship, advertise for sale or lease and sell or lease (in such circumstances the manner provided for herein) the Collateral, and in connection with liquidation of the Collateral and collection of the accounts receivable pledged as Collateral, use any trademark, trade name, trade style, copyright, or process used or owned by any Grantor; (ii) forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may, subject to Section 8.4(c), and may forthwith sell, lease, assign, give an option or options to purchase, purchase or sell or otherwise dispose of and deliver the said Collateral or any part thereof (or contract to do so), or any of the foregoing)part thereof, in one or more parcels at public or private sale or sales, at any exchange, exchange or broker’s board or office at any of the Administrative Agent or any Secured Party Agent’s offices 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 riskrisk and (iii) exercise (A) all voting, consent, corporate and other rights pertaining to the Pledged Collateral at any meeting of shareholders, partners or members, as the case may be, of the relevant issuer or issuers of Pledged Collateral or otherwise and (B) any and all rights of conversion, exchange and subscription and any other rights, privileges or options pertaining to the Pledged Collateral as if it were the absolute owner thereof (including the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any issuer of securities pledged hereunder, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as the Administrative Agent may determine), all without liability except to account for property actually received by it, but the Administrative Agent shall have no duty to any Grantor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. Each Grantor authorizes the Administrative Agent, on the terms set forth in this Section 7, to enter the premises where the Collateral is located, to take possession of the Collateral, or any part of it, and to pay, purchase, contest, or compromise any encumbrance, charge, or lien which, in the opinion of the Administrative Agent, appears to be prior or superior to its security interest. The Administrative Agent or any Secured Party shall have the right upon any such public sale or sales, and, to the extent permitted not prohibited by law, upon any such private sale or sales, to purchase the whole or any part of the said Collateral so sold, free of any right or equity of redemption in any Loan Partyredemption, which right or equity is of redemption each Grantor hereby waived releases. The Administrative Agent may sell the Collateral without giving any warranties as to the Collateral and releasedmay specifically disclaim any warranties of title, which procedures shall not be considered to adversely affect the commercial reasonableness of any sale of the Collateral. Each Loan Party Subject to applicable 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 Loan Partyany Grantor’s premises or elsewhere. The Administrative Agent shall apply the net proceeds of any action taken such collection, recovery, receipt, appropriation, realization or sale as provided in Section 7(g), below, and Grantors shall remain liable for any deficiency remaining unpaid after such application, and only after so paying over such net proceeds and after the payment by it pursuant to this Section 8.4 with respect to any Collateral, after deducting all reasonable out-of- pocket costs and expenses 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 of any other amount required by any provision of law, including Section 9608(a)(1)(C) of the Secured Parties hereunder with respect theretoUCC (or any other then applicable provision of the UCC), includingneed the Administrative Agent account for the surplus, without limitation, reasonable attorneys’ fees and disbursements of outside counselif any, to the payment in whole or in part of the Obligations, in the order specified in Section 8.3Grantors. To the maximum extent permitted not prohibited by applicable law, each Loan Party Grantor waives all claims, damages damages, and demands it may acquire against the Administrative Agent or any Secured Party arising out of the exercise by them repossession, retention or sale of any rights hereunderthe Collateral except such as arise out of the gross negligence or willful misconduct of the Administrative Agent. If any Each Grantor agrees that the Administrative Agent need not give more than ten (10) days’ prior written notice of a proposed sale or other disposition of Collateral shall be required by law, such notice (which notification shall be deemed reasonable given in accordance with the Credit Agreement) of the time and proper if given at least 3 days before such place of any public sale or other dispositionof the time after which a private sale may take place and that such notice is reasonable notification of such matters. Grantors shall remain liable for any deficiency if the proceeds of any sale or disposition of the Collateral are insufficient to pay all Secured Obligations, and Grantors shall also be liable for the attorneys’ fees or costs of any attorneys employed by the Administrative Agent to collect such deficiency.