AGENT OR ITS DESIGNEE.
ARTICLE V
REMEDIES
SECTION 5.01. REMEDIES UPON DEFAULT.
UPON THE OCCURRENCE AND DURING THE
CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR AGREES TO DELIVER EACH ITEM OF
COLLATERAL TO THE ADMINISTRATIVE AGENT (OR THE REVOLVER COLLATERAL AGENT OR
PERMITTED NOTES AGENT OR A DESIGNATED BAILEE FOR PURPOSES OF PERFECTION, IN
ACCORDANCE WITH THE INTERCREDITOR AGREEMENT) ON DEMAND, AND IT IS AGREED THAT
THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO TAKE ANY OF OR ALL THE
FOLLOWING ACTIONS AT THE SAME OR DIFFERENT TIMES:
(A) WITH RESPECT TO ANY
ARTICLE 9 COLLATERAL CONSISTING OF INTELLECTUAL PROPERTY, ON DEMAND, TO CAUSE
THE SECURITY INTEREST TO BECOME AN ASSIGNMENT, TRANSFER AND CONVEYANCE OF ANY OF
OR ALL SUCH ARTICLE 9 COLLATERAL BY THE APPLICABLE GRANTORS TO THE
ADMINISTRATIVE AGENT, OR TO LICENSE OR SUBLICENSE, WHETHER GENERAL, SPECIAL OR
OTHERWISE, AND WHETHER ON AN EXCLUSIVE OR NONEXCLUSIVE BASIS, ANY SUCH ARTICLE 9
COLLATERAL THROUGHOUT THE WORLD ON SUCH TERMS AND CONDITIONS AND IN SUCH MANNER
AS THE ADMINISTRATIVE AGENT SHALL DETERMINE (OTHER THAN IN VIOLATION OF ANY
THEN-EXISTING LICENSING ARRANGEMENTS TO THE EXTENT THAT WAIVERS CANNOT BE
OBTAINED), AND (B) WITH OR WITHOUT LEGAL PROCESS AND WITH OR WITHOUT PRIOR
NOTICE OR DEMAND FOR PERFORMANCE, TO TAKE POSSESSION OF THE ARTICLE 9 COLLATERAL
AND WITHOUT LIABILITY FOR TRESPASS TO ENTER ANY PREMISES WHERE THE ARTICLE 9
COLLATERAL MAY BE LOCATED FOR THE PURPOSE OF TAKING POSSESSION OF OR REMOVING
THE ARTICLE 9 COLLATERAL AND, GENERALLY, TO EXERCISE ANY AND ALL RIGHTS AFFORDED
TO A SECURED PARTY UNDER THIS AGREEMENT, THE UNIFORM COMMERCIAL CODE OR OTHER
APPLICABLE LAW.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UPON THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, EACH GRANTOR
AGREES THAT THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT, SUBJECT TO THE
MANDATORY REQUIREMENTS OF APPLICABLE LAW, TO SELL OR OTHERWISE DISPOSE OF ALL OR
ANY PART OF THE COLLATERAL AT A PUBLIC OR PRIVATE SALE OR AT ANY BROKER'S BOARD
OR ON ANY SECURITIES EXCHANGE, FOR CASH, UPON CREDIT OR FOR FUTURE DELIVERY AS
THE ADMINISTRATIVE AGENT SHALL DEEM APPROPRIATE.
THE ADMINISTRATIVE AGENT SHALL
BE AUTHORIZED AT ANY SUCH SALE OF SECURITIES (IF IT DEEMS IT ADVISABLE TO DO SO)
TO RESTRICT THE PROSPECTIVE BIDDERS OR PURCHASERS 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 DISTRIBUTION OR SALE THEREOF, AND UPON
CONSUMMATION OF ANY SUCH SALE THE ADMINISTRATIVE AGENT SHALL HAVE THE RIGHT TO
ASSIGN, TRANSFER AND DELIVER TO THE PURCHASER OR PURCHASERS THEREOF THE
COLLATERAL SO SOLD.
EACH SUCH PURCHASER AT ANY SALE OF COLLATERAL 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