Common use of Actions with Respect to Eligible Assets Clause in Contracts

Actions with Respect to Eligible Assets. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent (i) may realize upon and foreclose on any Asset pledged by a Borrower as Collateral in accordance with the terms of this Credit Agreement and (ii) to the extent an Asset is able to be sold through commercially reasonable efforts, may direct the applicable Borrower to promptly (but in any event with a trade date within fifteen (15) Business Days) sell such Asset to a purchaser on commercially reasonable terms as determined by the Borrowers, and either direct the net cash proceeds relating thereto to be paid into such Borrower’s Asset Account or within two (2) Business Days distribute such proceeds to Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Borrowers shall, within one (1) Business Day, instruct any applicable custodian (or any other Person providing similar services to the Borrowers in respect of the Assets) to follow Administrative Agent’s direction for purposes of giving effect to the remedies contemplated in this Section 10.2(d). The Borrowers hereby agree that they shall not rescind or otherwise amend such direction notice without the prior written consent of Administrative Agent exercised in its good faith sole discretion until such time as any Event of Default is no longer continuing. The Borrowers shall cooperate and do all things that Administrative Agent considers to be reasonably required to give full effect to this Section 10.2(d) and to enable Administrative Agent to obtain the intended benefits of the Loan Documents. Administrative Agent, in the absence of gross negligence or willful misconduct, shall not be liable for any loss, cost, expense or damage in connection with, or arising in connection with, or arising from, the exercise of this Section 10.2(d). For the avoidance of doubt, the rights and remedies set forth in this Section 10.2(d) are in addition to, and in no way limit, any and all rights and remedies that Administrative Agent has pursuant to the Loan Documents, under the UCC or otherwise in equity or at law. The Borrowers are not aware of any other material authorizations, approvals or consents that are, or would be, required as of the Closing Date or as of any date following the occurrence and during the continuation of an Event of Default, which if not obtained, would prohibit or otherwise materially limit the ability of Administrative Agent to exercise the rights and remedies set forth in this Section 10.2(d), other than customary loan agreement requirements for consents to assignment by the applicable obligor and administrative agent, which consents may not be unreasonably withheld (subject to customary and market restrictions on assignment to non-bank lenders).

Actions with Respect to Eligible Assets. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent (i) may realize upon and foreclose on any Asset pledged by a Borrower as Collateral in accordance with the terms of this Credit Agreement and (ii) to the extent an Asset is able to be sold through commercially reasonable efforts, may direct the applicable Borrower to promptly (but in any event with a trade date within fifteen (15) Business Days) sell such Asset to a purchaser on commercially reasonable terms as determined by the Borrowers, and either direct the net cash proceeds relating thereto to be paid into such Borrower’s Asset Account or within two (2) Business Days distribute such proceeds to Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Borrowers shall, within one (1) Business Day, instruct any applicable custodian (or any other Person providing similar services to the Borrowers in respect of the Assets) to follow Administrative Agent’s direction for purposes of giving effect to the remedies contemplated in this Section 10.2(d). The Borrowers Credit Parties hereby agree that they shall not rescind or otherwise amend such direction notice without the prior written consent of Administrative Agent exercised in its good faith sole discretion until such time as any Event of Default is no longer continuing. The Borrowers shall cooperate and do all things that Administrative Agent considers to be reasonably required to give full effect to this Section 10.2(d) and to enable Administrative Agent to obtain the intended benefits of the Loan Documents. Administrative Agent, in the absence of gross negligence or willful misconduct, shall not be liable for any loss, cost, expense or damage in connection with, or arising in connection with, or arising from, the exercise of this Section 10.2(d). For the avoidance of doubt, the rights and remedies set forth in this Section 10.2(d) are in addition to, and in no way limit, any and all rights and remedies that Administrative Agent has pursuant to the Loan Documents, under the UCC or otherwise in equity or at law. The Borrowers are not aware of any other material authorizations, approvals or consents that are, or would be, required as of the Closing Date or as of any date following the occurrence and during the continuation of an Event of Default, which if not obtained, would prohibit or otherwise materially limit the ability of Administrative Agent to exercise the rights and remedies set forth in this Section 10.2(d), other than customary loan agreement requirements for consents to assignment by the applicable obligor and administrative agent, which consents may not be unreasonably withheld (subject to customary and market restrictions on assignment to non-bank lenders).

Actions with Respect to Eligible Assets. Upon the occurrence and during the continuance of an Event of Default, Administrative Agent (i) may realize upon and foreclose on any Asset pledged by a Borrower as Collateral in accordance with the terms of this Credit Agreement and (ii) to the extent an Asset is able to be sold through commercially reasonable efforts, may direct the applicable Borrower to promptly (but in any event with a trade date within fifteen (15) Business Days) sell such Asset to a purchaser on commercially reasonable terms as determined by the Borrowers, and either direct the net cash proceeds relating thereto to be paid into such Borrower’s Asset Account or within two (2) Business Days distribute such proceeds to Administrative Agent. Upon the occurrence and during the continuance of an Event of Default, the Borrowers shall, within one (1) Business Day, instruct any applicable custodian (or any other Person providing similar services to the Borrowers in respect of the Assets) to follow Administrative Agent’s direction for purposes of giving effect to the remedies contemplated in this Section 10.2(d). The Borrowers BorrowersCredit Parties hereby agree that they shall not rescind or otherwise amend such direction notice without the prior written consent of Administrative Agent exercised in its good faith sole discretion until such time as any Event of Default is no longer continuing. The Borrowers shall cooperate and do all things that Administrative Agent considers to be reasonably required to give full effect to this Section 10.2(d) and to enable Administrative Agent to obtain the intended benefits of the Loan Documents. Administrative Agent, in the absence of gross negligence or willful misconduct, shall not be liable for any loss, cost, expense or damage in connection with, or arising in connection with, or arising from, the exercise of this Section 10.2(d). For the avoidance of doubt, the rights and remedies set forth in this Section 10.2(d) are in addition to, and in no way limit, any and all rights and remedies that Administrative Agent has pursuant to the Loan Documents, under the UCC or otherwise in equity or at law. The Borrowers are not aware of any other material authorizations, approvals or consents that are, or would be, required as of the Closing Date or as of any date following the occurrence and during the continuation of an Event of Default, which if not obtained, would prohibit or otherwise materially limit the ability of Administrative Agent to exercise the rights and remedies set forth in this Section 10.2(d), other than customary loan agreement requirements for consents to assignment by the applicable obligor and administrative agent, which consents may not be unreasonably withheld (subject to customary and market restrictions on assignment to non-bank lenders).